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EXHIBIT 11

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 JOMA MANAGEMENT, LLC

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VS.

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GOLDFINCH ENERGY HOLDINGS, LLC

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INDEPENDENT ACCOUNTANTS’
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DETERMINATION
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DECEMBER 12, 2023

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 TABLE OF CONTENTS

Section Page

I Background 1

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II Summary of Disputed Earnout Items 4

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III Product Revenue: Gross Revenue Presentation 5

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IV Product Revenue: Other Income Classification 10

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V Product and Rental Revenue: Fair Value Allocation 12

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VI Summary of Independent Accountants’ Determination 14

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Exhibit
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1 Independent Accountants’ Engagement Letter
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I. Background

JOMA Management, LLC (“JOMA” or “Seller”) and Goldfinch Energy Holdings, LLC (“Goldfinch” or
“Buyer”) entered into an Membership Interest Purchase Agreement dated as of October 27, 2020 (the
“Agreement”) whereby, Buyer purchased from Seller 75.25% of the issued and outstanding membership
interests (the “Company Membership Interests”), in Prime Power Solutions, LLC (d/b/a Life Cycle Power)
(“LCP” or the “Company”) (the “Purchased Company Interests”). 1 Seller and Buyer are referred to herein
collectively as the “Parties” and individually as a “Party.”

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The purchase price was $15.05 million subject to potential Earnout Payments pursuant to Section 2.04 of the

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Agreement. The Agreement contemplates, as additional consideration for the Purchased Company Interest, an
Earnout Payment. Section 2.04(a) of the Agreement states, “Buyer shall pay to Seller with respect to each

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Earnout Calculation Period within the Earnout Period an amount, if any (each, an ‘Earnout Payment’), equal
to the product of (i) an amount equal to the Revenue for such Earnout Calculation Period; multiplied by (ii) the

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Earnout Percentage.” Per the Agreement, “‘Earnout Period’ means the period beginning on January 1, 2021

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and ending on December 31, 2023[,] … ‘Earnout Calculation Period’ means each of the calendar years of the
Company ending on December 31, 2021, 2022 and 2023, respectively[, and] … ‘Earnout Percentage’ means a

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percentage equal to (i) 0% if during the applicable Earnout Calculation Period Revenue is less than $25 million,
(ii) 3% if during the applicable Earnout Calculation Period Revenue is $25 million or greater, but less than $50

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million, (iii) 5% if during the applicable Earnout Calculation Period Revenue is $50 million or greater, but less
than $75 million, (iv) 7.5% if during the applicable Earnout Calculation Period Revenue is $75 million or

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greater, but less than $100 million, (v) 10% if during the applicable Earnout Calculation Period Revenue is
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$100 million or greater, but less than $150 million and (vi) 15% if during the applicable Earnout Calculation
Period Revenue is $150 million or greater.
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Section 2.04(b)(i) of the Agreement, specifies that:

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On or before the date that is 120 days after the last day of each Earnout Calculation
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Period (each such date, an “Earnout Calculation Delivery Date”), Buyer shall prepare
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and deliver to Seller a written statement (in each case, an “Earnout Calculation
Statement”) setting forth in reasonable detail its determination of Revenue for the
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applicable Earnout Calculation Period and its calculation of the resulting Earnout
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Payment (in each case, an “Earnout Calculation”).

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In accordance with the requirements of Section 2.04(b)(i), on or around April 14, 2023, Buyer furnished Seller
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with the Earnout Calculation Statement setting forth Buyer’s calculation of $143,324,794 Revenue for the
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Earnout Calculation Period for the calendar year of the Company ending on December 31, 2022 and the
resulting Earnout Payment amount of $14,759,467.
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Section 2.04(b)(ii) of the Agreement, in part, specifies that:

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Seller shall have 30 days after receipt of the Earnout Calculation Statement for each
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Earnout Calculation Period (in each case, the “Review Period”) to review the Earnout
Calculation Statement. During the Review Period, Seller and its Representatives shall
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have the right to inspect the Company’s books and records by requesting electronic
copies from the Company with reasonable prior notice to the Company to deliver such
records and solely for purposes reasonably related to the determinations of Revenue and
the resulting Earnout Payment. Prior to 5:00 p.m. Houston, Texas time on the final day
of the applicable Review Period, Seller may object to such Earnout Calculation
Statement by delivering to Buyer a written notice of objection (the “Earnout
Calculation Objection Notice”). Any Earnout Calculation Objection Notice shall

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Capitalized terms used herein, but not otherwise defined, shall have the meanings attributed to such terms in the Agreement.

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 specify the item(s) in the Earnout Calculation Statement disputed by Seller and shall
describe in reasonable detail the basis for such objection, as well as the amount in dispute.
If Seller fails to deliver an Earnout Calculation Objection Notice to Buyer prior to the
expiration of the applicable Review Period, then the Earnout Payment set forth in the
Earnout Calculation Statement shall be final and binding on the Parties. If Seller timely
delivers an Earnout Calculation Objection Notice, Buyer and Seller shall negotiate in
good faith to resolve the disputed item(s) and agree upon the resulting amount of the
Revenue of the Company for the applicable period and the Earnout Payment.

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On or around May 3, 2023 Seller delivered to Buyer the Earnout Calculation Objection Notice, stating, among

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other things, that “[p]ursuant to Section 2.04(b)(ii) of the Membership Interest Purchase Agreement between
JOMA Management, LLC (‘JOMA’) and Goldfinch Energy Holdings, LLC (‘Goldfinch’ or ‘Buyer’), dated

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October 27, 2022 (the ‘MIPA’), JOMA objects to Goldfinch’s 2022 Earnout Calculation Statement (the ‘2022
Earnout Calculation’).” Seller states in the Earnout Calculation Objection Notice that “our preliminary

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calculations indicate the 2022 Earnout was understated by at least $39 million.” Seller claims that Revenue

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was likely understated by approximately $212 million. 2

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Section 2.04(b)(ii) of the Agreement, continues in relevant part, that:

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If Buyer and Seller are unable to reach an agreement with respect to such disputed item(s)
and the Earnout Payment within 15 days after an Earnout Calculation Objection Notice

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was delivered to Buyer, all unresolved disputed items shall be promptly referred to the
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Independent Accountants. The Independent Accountants shall be directed to render a
written report on the unresolved disputed item(s) with respect to the applicable Earnout
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Payment as promptly as practicable, but in no event greater than 10 Business Days after
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such submission to the Independent Accountants, and to resolve only those unresolved
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disputed item(s) set forth such Earnout Calculation Objection Notice. If any unresolved
disputed item(s) is submitted to the Independent Accountants, Buyer and Seller shall
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each furnish to the Independent Accountants such work papers, schedules and other
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documents and information relating to the unresolved disputed items as the Independent
Accountants may reasonably request. The Independent Accountants shall resolve the
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disputed item(s) based solely on the applicable definitions and other terms in this
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Agreement and the presentations by Buyer and Seller, and not by independent review.
The resolution of the dispute and the calculation of Revenue that is the subject of the
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applicable Earnout Calculation Objection Notice by the Independent Accountants shall

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be final and binding on the Parties, absent manifest error. The fees and expenses of the
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Independent Accountants shall be borne by Seller and Buyer in proportion to the amounts
by which their respective calculations of Revenue of the Company during the applicable
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period differ from such Revenue as finally determined by the Independent Accountants.
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On or around October 5, 2023, the Parties jointly engaged BDO USA (“BDO”), to act as the Independent
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Accountants for the resolution of the disputed items and the Parties agreed to submit their dispute to me, Jeffrey
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M. Katz of BDO in accordance with the terms of the Agreement. A copy of BDO’s Engagement Letter is
attached as Exhibit 1.
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In reaching my determination in this matter, I have considered the nature, completeness, sufficiency, accuracy
and thoroughness of the information and documentation provided by the Parties, including the terms of the
Agreement. I have has also given consideration to the various representations made by the Parties, as well as
the relevant accounting standards governing the disputed items. Seller has provided two reports from

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Subsequent to submitting the Earnout Calculation Objection Notice, Seller clarified its position that Revenue for the Earnout
Calculation Period for the calendar year ending on December 31, 2022 was understated by $250.4 million.

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StoneTurn Group, LLC and Buyer has provided three reports from Accumyn Consulting. I have considered
the positions expressed in these reports to be the positions of Seller and Buyer, respectively.

Brief summaries of the Parties’ respective positions on this matter are included below. These summaries are
limited in nature and are not intended to be all-inclusive synopses of the positions advocated by the Parties.
The summaries may omit certain facts and/or factors that were considered in reaching a determination on the
disputed items. The sections of this determination titled “Independent Accountants’ Determination,” provides
summaries of the basis for my determinations and may not include all of the factors upon which the conclusions
were reached.

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II. Summary of Disputed Earnout Items

The following table represents BDO’s understanding of each Parties’ position of the item in dispute in the
calculation of the Earnout Payment.

Buyer's Seller's Disputed

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Position Position Amount

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CNP Product Revenue - Gross Presentation $ - $ 205,255,349 $ 205,255,349
CNP Product Revenue - Other Income Classification - 6,613,306 6,613,306

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CNP Product Revenue (FV Adjustment) - 42,373,731 42,373,731
CNP Rental Revenue 107,263,552 103,397,746 (3,865,806)

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Other Customer Product Revenue - - -

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Other Customer Rental Revenue 35,008,385 35,008,385 -
Management Fee 1,052,857 1,052,857 -

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Total Revenue 143,324,794 393,701,374 250,376,580

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Plus:
Joint Venture Income 3,206,140 3,206,140 -

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Joint Venture Depreciation 1,063,733 1,063,733 -
Earnout Revenue Bu147,594,666 397,971,247 250,376,580
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Earnout Percentage 10.0% 15.0%
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Earnout Payment $ 14,759,467 $ 59,695,687 $ 44,936,220

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III. Product Revenue: Gross Revenue Presentation - $205,255,349

Seller’s Position
Seller claims that Buyer’s Earnout Payment for the Earnout Calculation Period for the calendar year ending on
December 31, 2022 (the “2022 Earnout Calculation Period”) is understated. Seller maintains that the Revenue
included in Buyer’s Earnout Payment for the 2022 Earnout Calculation Period is understated due to Buyer’s
failure to properly account for and present gross equipment revenue and cost of sales elements.

Seller notes that on December 31, 2021, LCP and CenterPoint Energy Houston Electric LLC (“CNP”) entered

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into a multi-year, multiple element agreement for lease of equipment (the “CNP Agreement”). Seller states

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that under the CNP Agreement, LCP provided CNP power generating turbines through a series of “sales-type
lease” transactions (the “CNP Transactions”). Seller notes that the first series of transactions, or turbine

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deployments, occurred in fiscal year 2021 and was followed by additional turbine deployments during fiscal
year 2022. Seller states that the CNP Agreement involved the sale of a large amount of equipment under sales-

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type leases. Seller notes that the equipment and services in the CNP Agreement included: (1) the sale of

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equipment, which was purchased and deployed to CNP through a series of sales-type leases in late 2021 through
the end of 2022; and (2) the provision of services for approximately seven years from the commencement date

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of the lease utilizing such equipment that was effectively owned, through a sales-type lease, by CNP. Seller
notes that the lease payments to LCP under the CNP Agreement totaled approximately $652 million and the

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total lease payments were provided to LCP up-front as the equipment was delivered.

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Seller alleges that the Company failed to appropriately present revenue in a gross manner in operations and
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failed to properly separate out product revenue from product cost. Seller maintains that the Company
inappropriately characterized the profit earned on the equipment sale component of the CNP Agreement as
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other income on its Statement of Operations. Seller claims that GAAP requires that selling profit be presented
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as “broad” or “gross” because a sale of equipment has occurred. Seller notes that ASC 842-30-45-2 states that
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“(a) lessor shall present any profit or loss on the lease recognized at the commencement date in a manner that
best reflects the lessor’s business model(s)” and “if a lessor uses leases as an alternative means of realizing
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value from the goods that it would otherwise sell, the lessor shall present revenue and cost of goods sold relating
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to its leasing activities in separate line items so that income and expenses sold and leased items are presented
consistently.” Seller notes that the provision further states that “if a lessor uses leases for the purposes of
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providing finance, the lessor shall present the profit or loss in a single line item.” Seller contends that the CNP
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Transactions were fully prepaid by CNP and there was no financing involved and thus the gross presentation
of the equipment sale is appropriate and consistent with GAAP. Further, Seller contends that LCP’s business
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model is better represented by a lessor that sells and leases equipment, and not a lessor that provides financing.
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Seller states that LCP’s 2022 Audited Financial Statements reflect the first year of services provided to CNP
as service revenue; however, the revenue in the 2022 Statement of Operations should reflect the full sales price
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of the equipment and be separately presented as “equipment revenue.” Seller claims this equipment rental
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should be offset by the equipment cost in the 2022 Statement of Operations. Seller asserts that this presentation
reflects LCP’s business model, which is providing equipment and services for power restoration to its clients,
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and is consistent with GAAP. Seller maintains that LCP, as lessor, should present revenue and cost of goods
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sold relating to its leasing activities in separate line items so that income and expenses from sold and leased
items are presented consistently.
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Seller contends that there is no GAAP rationale or support for the notion that LCP’s power generation solution
as a sales-type lease, instead of an operating lease, is a non-operational activity. Seller maintains there is
substantial evidence that LCP’s business model is providing turnkey power generation capabilities with
bundled equipment and corresponding maintenance and support. Seller asserts that LCP’s business model is
earning revenue for providing both the equipment and service required for power generation. Seller alleges
that the CNP Agreement is no different in any substantive way from LCP’s existing business model. Seller
claims that the only difference between the CNP Agreement and LCP’s other contracts is that the CNP
Agreement is for a longer term and has an option to purchase the equipment, such that it becomes in substance

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and economic terms a sales-type, as opposed to an operating lease. Seller asserts that the equipment used for
the CNP Agreement is similar to, or in some cases the same as, that used by LCP on operating leases with other
customers including the initial lease agreement between LPC and CNP that was for two months. Seller
concludes that therefore, the CNP Agreement is precisely “a means of realizing value” consistent with LCP’s
business model. Seller maintains the Company’s historical operations, how the Company presents itself to
potential providers of capital and customers, what the Company’s customers are bargaining for, the equipment
and services provided by the Company, the underlying economics of the business, and the substance of the
transactions with its customers all need to be considered when applying GAAP to the CNP Agreement.

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Seller contends that Buyer’s position does not appropriately consider the specific guidance for presentation of

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selling profit that requires consideration of the lessor’s business model and instead improperly relies on an
example as the basis for the presentation of selling profit. Additionally, Seller contends that Buyer’s position

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ignores the economics and substance of the CNP Transaction.

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Seller notes that ASC 606 states that a “customer” is defined as a party that has contracted with an entity (seller)

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to obtain goods and services that are an output of the seller’s ordinary activities in exchange for consideration.
Seller asserts that sales of goods and services to customers fall under the guidance of ASC 606, which provides

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that such sales to customers are recorded in operations (i.e., revenues). Seller claims that sales outside of the
ordinary activities, such as in the sale of surplus machinery no longer used in the entity’s operations, falls under

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the scope of ASC 610-20, which pertains to other (non-operating) income and specifically excludes revenue
from contracts with customers.

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Additionally, Seller contends that ASC 606 requires the determination of the standalone selling price of the
service component. Seller asserts that LCP did not allocate revenue in accordance with ASC 606. Seller claims
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that Buyer performed a fair value assessment of the equipment to derive the value of the services. Seller
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maintains that this fair value assessment does not demonstrate the standalone selling price as defined in ASC
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606 but rather is an equipment appraisal.

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Buyer’s Position
Buyer maintains that LCP’s 2022 accounting and presentation of revenue related to the CNP Agreement
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conforms and is consistent with GAAP, including GAAP’s definition of “selling profit or selling loss.” Buyer
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notes that “Selling Profit or Selling Loss” is defined in ASC 842’s Master Glossary as follows:
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At the commencement date, selling profit or selling loss equals:

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a. The fair value of the underlying asset or the sum of (1) the lease receivable and (2)
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any lease payments prepaid by the lessee, if lower; minus

b. The carrying amount of the underlying asset net of any unguaranteed residual asset;
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minus
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c. Any deferred initial direct costs of the lessor.

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Buyer contends that Seller’s assertion that selling profit should be shown as “broad” or “gross” is unfounded
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and wrong. Buyer alleges that the accounting treatment suggested by Seller is not appropriate because LCP
does not use leases as an alternative means of realizing value from the goods that it would otherwise sell. Buyer
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notes that LCP is not a manufacturer or dealer of the mobile generating equipment that it operates. Buyer
claims that the selling profit should be presented on a net basis because LCP is not in the business of selling
turbines. Further, Buyer maintains that no sale to CNP has occurred, the lease specifies that LCP owns the
equipment and CNP is statutorily prohibited in Texas from owning the generators.

Buyer states that for twelve turbines transferred to CNP in 2022 pursuant to the lease, the fair market value of
the equipment was estimated to be $211,868,655. Buyer claims that the purchase price was used for the market
value because the turbines had been recently purchased. Buyer notes that the net book value of the turbines
was $205,255,349, and a gain of $6,613,306 was recognized.

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Buyer asserts that LCP calculated the revenue it recognized in 2022 related to the CNP Agreement using the
following steps:

• In accordance with ASC 842-30-30-1, LCP recorded an asset (“Net Investment in Lease”)
equal to the cash amount paid by CNP, plus the estimated present value of CNP’s purchase of
the turbines at the termination of the lease.
• In accordance with ASC 842-10-15-30 and 38, LCP identified the lease components (turbines)
and nonlease components (service and maintenance) of the contract.

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• For the lease component (the turbines), LCP recognized a “gain on disposal of equipment” as

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part of “Other income (expense)” (“selling profit”) in its Statement of Operations based on
the turbine’s market value less the turbine’s carrying amount on LCP’s books.

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• The net amount paid by CNP (net after subtracting the fair value of turbines) was allocated to
the nonlease component (service and maintenance). The nonlease component was recorded as

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a “lease liability” by LCP on its balance sheet. This liability is amortized as revenue ratably

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for the lease term.

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Buyer maintains that LCP does not use sales-type leases as an alternative means of realizing value from turbines
that it would otherwise sell.

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Buyer maintains that the five criteria in ASC 842-10-25-2 for the lessor to classify the lease as a sales-type
lease are as follows:
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• The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
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• The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably
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certain to exercise.
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• The lease term is for the major part of the remaining economic life of the underlying asset. However,
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if the commencement date falls at or near the end of the economic life of the underlying asset, this
criterion shall not be used for purposes of classifying the lease.
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• The present value of the sum of the lease payments and any residual value guaranteed by the lessee
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that is not already reflected in the lease payments in accordance with paragraph 842-10-30-5(f) equals
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or exceeds substantially all of the fair value of the underlying asset.

• The underlying asset is of such a specialized nature that it is expected to have no alternative use to the
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lessor at the end of the lease term.

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Buyer notes that PwC guidance provides that if any of the five criteria in ASC 842-10-25-2 are met, a lessee
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should classify the lease as a finance lease and the lessor would classify the lease as a sales-type lease; if none
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of the criteria are met, a lessor would classify a lease as a direct financing lease if the criteria in ASC 842-10-
25-3b are met. Buyer alleges that the Parties agree the CNP Agreement is properly accounted for as a sales-
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type lease under ASC 842-10-25-2.

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Buyer asserts that LCP’s presentation of the gain and the presentation of “Revenue” and “Other income
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(expense)” on its Statement of Operations complies with ASC 842-30-45-4. Buyer notes that ASC 842-30-45-
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4 provides two “examples” of circumstances or situations:

A lessor shall present any profit or loss on the lease recognized at the commencement
date in a manner that best reflects the lessor’s business model(s). Examples of
presentation include the following:

a. If a lessor uses leases as an alternative means of realizing value from the goods that
it would otherwise sell, the lessor shall present revenue and cost of goods sold
relating to its leasing activities in separate line items so that income and expenses

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 from sold and leased items are presented consistently. Revenue recognized is the
lesser of:

1. The fair value of the underlying asset at the commencement date

2. The sum of the lease receivable and any lease payments prepaid by the
lessee.

Cost of goods sold is the carrying amount of the underlying asset at the commencement
date minus the unguaranteed residual asset.

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b. If a lessor uses leases for the purposes of providing finance, the lessor shall present the
profit or loss in a single line item.

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Buyer asserts that ASC 842-30-45-4 does not provide an exhaustive list of every circumstance or situation that

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may exist. Buyer contends that Seller’s position is based on the CNP Agreement being accounted for under

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example (a), which is based on the premise that LCP uses leases as an alternative means of realizing value from
the goods that it would otherwise sell. Buyer claims that the CNP Agreement is not example (a). Buyer asserts

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that LCP does not otherwise sell goods. Buyer maintains that selling turbines is not part of LCP’s revenue-
generating business model, but rather, LCP uses its turbines to provide a turnkey power solution to its

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customers. Further, Buyer asserts the specific circumstances of the CNP Agreement do not fit either of the two
examples provided in ASC 842.

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Buyer maintains that no sale of equipment has occurred; there has been no exchange of title to the turbines
subject to the sales-type lease. Buyer notes that any actual sale, if ever, will occur at the end of the lease term.
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Buyer alleges that this arrangement is critical to CNP because it is prohibited from owning power-generating
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assets and thus the sales-type lease structure satisfies the operational and regulatory requirements of LCP’s
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customer, CNP.
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Buyer claims that LCP does not lease goods it would otherwise sell; selling generators is not part of LCP’s
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business model. Buyer maintains that LCP’s financial statements have never presented separate line items for
sales revenue and costs of goods sold, and therefore there is no need for LCP to present income from leased
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items as gross to be “presented consistently” with previously sold items. Buyer asserts that LCP’s financial
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statements present leased items and sold items consistently—as a single-line item called “gain/loss on disposal
of equipment.”
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Buyer contends that LCP’s presentation also complies with the definition of “revenue” as presented ASC 606
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Revenue Recognition and ASC 610 Other Income.

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Independent Accountants’ Determination

The Agreement defines Revenue as “the gross revenue of the Company, its subsidiaries, and any revenue
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derived from the Company’s interests in DPODAD Holdings, the Unincorporated JVs and, upon the execution
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and delivery of the JV LLC Agreement, JV LLC, in each case calculated in accordance with GAAP, less the
portions of gross revenue due to any of the Company’s joint venture partners in DPODAD Holdings, each of
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the Unincorporated JVs and, upon the execution and delivery of the JV LLC Agreement, JV LLC.” Therefore,
Revenue for the 2022 Earnout Calculation Period must be calculated in accordance with GAAP.

In accordance with ASC 842-10-25, the Parties agree that the CNP Transaction should be classified as a sales-
type lease. Both Parties identify ASC 842-30-45-4 as relevant guidance for presenting income and appear to
agree that the two examples provided in the guidance are not an exhaustive list of every circumstance or
situation that may exist. The examples provided in ASC 842-30-45-4 are if a lessor uses leases as an alternative
means of realizing value from the goods that would otherwise sell or if a lessor uses leases for the purpose of
providing finance. Both Parties agree that the CNP Transaction does not match either of the examples identified

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in ASC 842-30-45-4. ASC 842-30-45-4 does specify that a lessor shall present any profit or loss on the lease
recognized at the commencement date in a manner that best reflects the lessor’s business model. Seller explains
that LCP’s business model is providing customers with a turnkey power generation solution, which in every
transaction consists of bundled equipment and services. Additionally, Seller explains the substance of the CNP
Agreement is that LCP was to provide the capacity to generate power in different locations and at different
times. I am persuaded by Seller’s position that the CNP Agreement is, in substance, consistent with other
revenue transactions arising from operations for LCP. But for the option to either extend the lease or purchase
the turbines for 60% of the fair market value of the turbines as of the date the lease agreement ends, the CNP
Transaction is consistent with LCP’s business model after considering all aspects of the underlying transaction.

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Buyer states that LCP’s business model is to provide a turnkey power solution for its customers and does not

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sell turbines. Buyer notes that for the CNP Agreement, “no ‘sale of equipment’ has occurred. There has been
no exchange of title to the turbines subject to the sales-type lease. Any actual sale (exchange of title), if ever,

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will occur at the end of the lease term. This feature of the arrangement is critical to CNP as it is prohibited from
owning power-generating assets.[] For this reason, the sales-type lease structure specifically satisfies the

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particular operational and regulatory requirements of LCP’s customer, CNP.” Buyer’s position comports with

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LCP’s business model as explained by Seller. Buyer fails to demonstrate how the CNP Agreement is not
consistent with LCP’s business model because the agreement was classified as a sales-type lease under GAAP.

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Therefore, the equipment and service components of the CNP Transaction should be recorded as gross revenue
within operations, with the associated costs included in costs of sales.

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Buyer notes that LCP’s auditors specifically analyzed LCP’s accounting for the sales-type lease pursuant to the

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CNP Agreement as part of LCP’s 2021 and 2022 financial statement audit and issued an unqualified opinion
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on LCP’s financial statements in both 2021 and 2022. I am not persuaded by Buyer’s suggestion that because
LCP’s auditors issued an unqualified opinion on LCP’s 2022 financial statements, the Earnout Payment for the
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2022 Earnout Calculation Period as calculated by Buyer is correct. First, the audit workpapers and email
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correspondence with LCP’s auditors provided relate to determining the classification of the CNP Transaction
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as a sales-type lease. These documents do not directly address the presentation of selling profit or selling loss
from a sales-type lease transaction. Second, an auditor provides reasonable assurance, not absolute assurance,
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that a set of financial statements are free from material misstatement. In addition, auditors do not test all
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transactions to determine compliance with GAAP and therefore, some misstatement, including material
misstatement, may not be detected.
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Buyer criticizes Seller for “cherry picking” sections of the accounting guidance published by national
accounting firms. I disagree that Seller only cited to sections that were beneficial to its position and omitted
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sections that did not support its position. Both Buyer and Seller provided guidance from multiple national
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accounting firms, including BDO. The guidance provided focuses on analyzing lease contracts, including
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determining if a lease contract qualifies as a sales-type lease. While the guidance provided discusses lease
presentation, these guidance documents do not include a more detailed discussion on lease presentation than
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what is included in ASC 842. As such, I do not find that Seller’s position conflicts with any guidance published
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by nationally accounting firms provided or that Seller omitted reference to relevant guidance.
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Accordingly, I find in favor of Seller on this issue and rule that an increase of $205,255,349 is required to
of

Revenue included in Buyer’s Earnout Payment for the 2022 Earnout Calculation Period.
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9
IV. Product Revenue: Other Income Classification - $6,613,306

Seller’s Position
Seller asserts that the Company improperly characterized a net profit earned on the equipment sale element of
the sales-type lease as a non-operating gain on disposal of equipment, rather than as operating profit. Seller
notes that the Company reported $6.6 million in “Other income” as the “Gain on disposal of equipment” in the
2022 Audited Financial Statements from the 2022 CNP Transactions. Seller claims that this was a
misclassification which had a direct effect on the Earnout Payment for the 2022 Earnout Calculation Period.
Seller maintains that this classification disguised operating activity as a one-time non-operating transaction that

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was then excluded from the Earnout Payment calculation for the 2022 Earnout Calculation Period.

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Seller notes that the Company’s 2022 Audited Financial Statements did not include any revenue or cost of

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revenue amounts for the equipment component of the 2022 CNP Transaction. Seller contends this does not
comply with GAAP. Seller claims the appropriate presentation of the CNP Transaction is to include sale

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proceeds from the equipment component in the statement of operations, regardless of whether a margin was

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recognized on equipment sales.

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Seller claims that GAAP dictates if a lessor uses sales-type leases as an alternative means of realizing value
from the goods it would otherwise sell, the lessor shall present revenue and cost of goods sold relating to its

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leasing activities. Seller maintains that equipment revenue arising from the 2022 CNP Transaction is required
to be reported as a component of operating revenue and not includes as Other Income.

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Seller states that during 2021, the Company placed certain equipment in service with CNP and was
subsequently put in service under the CNP Agreement in 2022. Seller notes that the Company recorded a
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depreciation expense on that equipment during 2021 and the reversal of the previously recorded depreciation
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expense on that equipment is the basis for the $6.6 million reported gain on disposal of equipment included as
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Other Income.
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Seller contends that it is not reasonable for the Company to argue that the CNP Transactions were one-time
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transactions or not part of on-going operations and therefore appropriately reported as “Other Income.” Seller
alleges that the CNP Transactions are consistent with the business activity and the scale and importance of the
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CNP Agreement are so material to LCP’s business that they must be characterized as operational and properly
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reflect both the equipment and service components. Further, Seller maintains that ASC 610-20 is irrelevant
because it provides guidance on the recognition of gains and losses on transfers of nonfinancial assets to
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counterparties that are not customers; however, CNP is a customer.

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Buyer’s Position
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Buyer notes that for the lease component (the turbines), LCP recognized a gain based on the fair value of the
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turbines less the “carrying amount” of the turbines as of the lease commencement date. Buyer asserts that the
lease component of the CNP Agreement is quantified based on the fair value less the carrying amount of the
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turbines transferred and LCP assumed that the fair value of the turbines was equal to the amount paid by LCP
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for the turbines, because the turbines had been recently acquired. Buyer maintains that the only difference
between the fair value and the carrying amount (the gain or profit) is the monthly deprecation recognized by
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LCP for the short period in which the turbines were on LCP’s books.

Buyer claims that LCP’s presentation of “gain on disposal of equipment” as part of “Other income (expense)”
on its Statement of Operations is proper and consistent since inception in 2020. Buyer asserts that LCP
presented the selling profit below the line as the net profit in a single line item because LCP’s business model
is generating revenue from leasing generators, not selling them. Additionally, Buyer contends that LCP’s
presentation of the gain and the presentation of Revenue and Other income (expense) on its Statement of
Operations complies with ASC 842-30-45-4 because LCP does not use sales-type leases as an alternative means
of realizing value from turbines that it would otherwise sell.

10
Buyer asserts that LCP’s presentation conforms with the relevant GAAP, ASC Topic 606 Revenue Recognition
and ASC Topic 610 Other Income. Buyer notes that the scope exceptions in ASC 610 includes lease contracts
within the scope of ASC 842 Leases. Buyer asserts that as previously noted, GAAP specifically directs that
for sales-type leases, any profit on the lease component at commencement date be presented in a manner that
best reflects the lessor’s business model.

Buyer states that KPMG publishes a Revenue Recognition Handbook which provides income statement
presentation guidance that is consistent with LCP’s presentation of “Gain on disposal of equipment.” Buyer

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contends that consistent with KPMG’s Revenue Recognition Handbook, sources of income that are not outputs

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of LCP’s ordinary activities, such as an asset transferred pursuant to a sales-type lease, are presented as “Other
income (expenses)” in LCP’s Statement of Operations.

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Independent Accountants’ Determination

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As discussed above, I am persuaded by Seller’s position that the CNP Agreement is, in substance, consistent

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with other revenue transactions arising from the operations for LCP, and therefore is consistent with LCP’s
business model. Although GAAP requires the CNP Agreement to be accounted for as a sales-type lease, even

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though LCP does not normally sell equipment, Buyer notes “no ‘sale of equipment’ has occurred [and] [t]here
has been no exchange of title to the turbines subject to the sales-type lease. Any actual sale (exchange of title),

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if ever, will occur at the end of the lease term.” The CNP Transaction should be considered as a whole to
determine if it is consistent with the lessor’s business model. Therefore, in accordance with ASC 842-30-45-

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4, the Company should present any profit or loss on the lease recognized at the commencement date in a manner
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that best reflects the lessor’s business model. The net profit earned on the equipment sale element of the sales-
type lease should be included as a component of revenue.
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Accordingly, I find in favor of Seller on this issue and rule that an increase of $6,613,306 is required to Revenue
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included in Buyer’s Earnout Payment for the 2022 Earnout Calculation Period.
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V. Product and Rental Revenue: Fair Value Allocation – $42,373,731 and ($3,865,806)

Seller’s Position
Seller contends that the Company failed to calculate and account for the fair value of the equipment component
of the CNP Transactions and instead asserted that the fair value was the amount the Company paid for the
equipment and therefore no gross profit arises. Seller asserts that it does not appear that the Company
performed any analysis of the fair value of the equipment or services components.

Seller asserts that GAAP requires the Company to allocate the CNP Transactions revenue between the fair

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value of equipment and service and maintenance components. Seller contends that LCP’s 2022 Audited

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Financial Statements do not reflect the sales value of the equipment sold under the 2022 CNP Transaction.
Seller maintains that GAAP requires that equipment revenues should be determined based on the fair value of

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the equipment, which is not necessarily the fair value to the original purchaser (i.e., LCP).

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Seller maintains that the CNP Agreement required specific amounts related to the equipment to be escrowed

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and only released upon the delivery of certificates of title for the equipment. Seller contends these amounts
reasonably provide an indication of the approximate fair value of the equipment. Seller asserts that the

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escrowed amounts were substantially higher than LCP’s historic cost of the equipment, suggesting the fair
value is not LCP’s cost and that the Company earned a margin on the equipment sale.

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Seller claims that because LCP failed to allocate consideration paid to the separate lease components, LCP did

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not recognize an appropriate amount of selling profit (as defined by ASC 842) associated with the equipment
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sale component of the CNP Transactions. Seller notes that ASC 842 states that “[a]t the commencement date,
a lessor shall recognize… selling profit or selling loss arising from the lease.” Seller states that per ASC 842-
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10-S20, the selling profit is “(a) the fair value of the underlying asset or the sum of (1) the lease receivable and
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(2) any lease payments prepaid by the lessee, if lower; minus (b) the carrying amount of the underlying asset
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net of any unguaranteed residual asset; minus (c) any deferred initial direct costs of the lessor.” Seller maintains
that the selling profit on the equipment sale portions of the CNP Transactions should have been determined
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based on the difference between the fair value of the equipment sold and its carrying value on the financial
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statements.
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Seller alleges that the implied gross margin on the equipment related to the 2022 CNP Transactions ranged
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from approximately 14% to 59% and the average gross margin for all of the equipment related to the 2022 CNP
Transactions was approximately 45%. Seller notes that the CNP Agreement provided for LCP to earn a gross
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margin on all fees incurred by the Company that were not included in the prepayment amounts. Seller claims
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these fees were based on LCP’s documented costs plus a 20% markup, and were billed to CNP as incurred.
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Seller contends this 20% markup was consistent with the range of the implied gross market based on the
equipment escrow amounts and reasonably provides a further indication of the approximate fair value of the
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equipment.
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Seller asserts that there are contemporaneous documents that provide potential indications of the standalone
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selling price of the equipment based on the escrow provisions in the CNP Agreement. Seller notes that the
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CNP Agreement provided for the release of escrow amounts to LCP upon the completion of certain title and
lien provisions. Seller maintains that the contractual 20% markup on additional services and equipment
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provided by LCP is another indication of an approximate standalone selling price the equipment.

Seller maintains that the Company’s position that no gross profit was earned on the sale of equipment is not
consistent with the construct of the CNP Agreement. Seller notes that it assumed a 20% gross margin on the
equipment element of the CNP Transactions to calculate the additional impact on Revenue for the 2022 Earnout
Calculation Period by $38,507,925 ($42,373,731 for Product Revenue and ($3,865,806) for Rental Revenue).

Seller notes that Buyer provides the “fair value of the turbines transferred by LCP to CNP” from an equipment
appraisal that applies a cost based approach; however, Buyer does not perform any analysis that considers any

12
of the specific provisions related to the determination of standalone selling price described in ASC 606-10-32-
28 through 32-41.

Buyer’s Position
Buyer claims that the assumed fair value of the majority of the CNP Equipment is reasonable and equal to or
less than the fair value at the time the turbines were transferred to CNP pursuant to the CNP Agreement. Buyer
notes that LCP purchased the CNP Equipment from third parties and there is no evidence suggesting that LCP
received any special discount or was under a compulsion to buy that resulted in paying less than or more than

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the fair market value of the CNP Equipment. Buyer maintains that LCP’s business records and the

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circumstances under which LCP collected and used information and data on the value of the CNP Equipment
is the “calculation” performed by LCP, and such business record is commonly used by machinery and

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equipment appraisers when determining the fair market value of equipment such as the CNP Equipment.
Additionally, Buyer maintains that LCP assumed that the fair value of the turbines was equal to the amount

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paid by LCP for the turbines, because the turbines had been recently acquired.

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Buyer contends that Seller’s position related to fair value is speculative and unsupported and assumes without

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evidence that the 20% markup to which LCP is entitled for certain cost reimbursements is relevant for
determining the fair market value at CNP Equipment. Buyer alleges that Seller fails to provide any appraisal

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standard or widely accepted valuation methodology or practice to support its fair value conclusion. Buyer
maintains that the valuation conclusion is speculative and unsupported.

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Buyer asserts that escrow amounts do not represent an accepted appraisal methodology for determining the fair
value of machinery and equipment like the CNP Equipment. Buyer maintains that there is no basis in any
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appraisal standard or in Generally Accepted Appraisal Techniques (“GAAT”) for Seller’s claims that the
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escrow amounts reasonably provide an indication of the approximate fair value of the equipment. Buyer claims
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that Seller’s reference to various “rates of return” computed based on comparing the escrow amounts and LCP’s
cost is speculative and unsupported by accepted valuation methodology. Buyer asserts that escrowed funds
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may, but do not necessarily, represent a percentage of the overall cash expected to change hands in a transaction.
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Buyer notes that the CNP Agreement contemplates LCP providing to CNP maintenance and service with a
value of $236,536,565.
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Buyer notes that ASC 842-30-55-17A states that notwithstanding the definition of fair value, if a lessor is not
a manufacturer or a dealer, the fair value of the underlying asset at lease commencement is its cost, reflecting
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any volume or trade discounts that may apply. However, if there has been a significant lapse of time between
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the acquisition of the underlying asset and lease commencement, the definition of fair value shall be applied.
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Buyer maintains that because LCP is neither a manufacturer nor a dealer, LCP reported the value of the turbines
as their cost.
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Independent Accountants’ Determination

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ASC 842-30-55-17A states “[n]otwithstanding the definition of fair value, if a lessor is not a manufacturer or
of

a dealer, the fair value of the underlying asset at lease commencement is its cost, reflecting any volume or trade
discounts that may apply. However, if there has been a significant lapse of time between the acquisition of the
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underlying asset and lease commencement, the definition of fair value shall be applied.” I am persuaded by
Buyer’s position that because LCP is neither a manufacturer nor a dealer, the fair value of the underlying assets
at lease commencement is cost. The fact that this lease agreement was recorded as a sales-type lease, does not
cause the Company to become a manufacture or dealer. Further, there has not been a significant lapse of time
between the acquisition of the underlying assets and the lease commencement.

Accordingly, I find in favor of Buyer on this issue and rule that no change is required to Revenue included in
Buyer’s Earnout Payment for the 2022 Earnout Calculation Period.

13
VI. Summary of Independent Accountants’ Determination

As discussed above, pursuant to the terms of the Agreement, I have determined that an increase of $211,868,655
is required to Buyer’s calculation of Revenue included in Buyer’s Earnout Payment for the 2022 Earnout
Calculation Period. Based on the adjustment to Revenue, the Earnout Payment amount is $53,919,498 for the
2022 Earnout Calculation Period.

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Independent

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Buyer's Seller's Disputed Accountants'
Position Position Amount Determination

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CNP Product Revenue - Gross Presentation $ - $ 205,255,349 $ 205,255,349 $ 205,255,349
CNP Product Revenue - Other Income Classification - 6,613,306 6,613,306 6,613,306

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CNP Product Revenue (FV Adjustment) - 42,373,731 42,373,731 -
CNP Rental Revenue 107,263,552 103,397,746 (3,865,806) 107,263,552

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Other Customer Product Revenue - - - -
Other Customer Rental Revenue 35,008,385 35,008,385 - 35,008,385

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Management Fee 1,052,857 1,052,857 - 1,052,857
Total Revenue 143,324,794 393,701,374 250,376,580 355,193,449

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Plus:

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Joint Venture Income 3,206,140 3,206,140 - 3,206,140
Joint Venture Depreciation
Earnout Revenue
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1,063,733
147,594,666
1,063,733
397,971,247
-
250,376,580
1,063,733
359,463,321
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Earnout Percentage 10.0% 15.0% 15.0%
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Earnout Payment $ 14,759,467 $ 59,695,687 $ 44,936,220 $ 53,919,498

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Respectfully submitted,
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December 12, 2023

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Jeffrey M. Katz Date

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EXHIBIT 1
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 Tel: 212-885-8000 BDO USA
Fax: 212-697-1299 100 Park Avenue
www.bdo.com New York, NY 10017

October 5, 2023

Wallis M. Hampton

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Skadden, Arps, Slate, Meagher & Flom LLP

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1000 Louisiana Street, Suite 6800

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Houston, Texas 77002-5026
[email protected]

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713-655-5116

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Stephen B. Crain

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Bracewell LLP
711 Louisiana Street Suite 2300

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Houston, Texas 77002-2770

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[email protected]
713-221-1305 Bu
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Re: Goldfinch Energy/JOMA Management Post-Acquisition Dispute
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Dear Mr. Hampton and Mr. Crain:

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The purpose of this engagement letter (together with all attachments hereto, this
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“Engagement Letter”) is to briefly summarize our understanding of the above-captioned

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matter and the dispute resolution services for which we are being engaged. In addition, we
would like to confirm our billing rates and payment terms. Capitalized terms used but not
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defined in this Engagement Letter shall have the meanings attributed thereto in the
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Agreement (as defined below).

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Understanding of Matter
It is the understanding of BDO USA (“BDO”, “us” or “we”) that Goldfinch Energy Holdings,
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LLC (“Buyer”) and JOMA Management, LLC (“Seller”) entered into a Membership Interest
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Purchase Agreement dated as of October 27, 2020 (the “Agreement”) pursuant to which
Buyer purchased 75.25% of the issued and outstanding membership interest in Prime Power
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Solutions, LLC (“Company”) from Seller. Bracewell LLP (“Counsel to Buyer”) is

of

representing Buyer and Skadden, Arps, Slate, Meagher & Flom LLP (“Counsel to Seller”
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and, collective with Counsel to Buyer, “Counsel”) is representing Seller. The purchase price
was approximately $15.05 million, and as additional consideration, Buyer shall pay to Seller
an Earnout Payment (as defined in the Agreement). Seller and Buyer are referred to herein
collectively as the “Parties” and individually as a “Party.”

BDO USA refers to BDO USA, P.C., a Virginia professional corporation, also doing business in certain jurisdictions with an alternative identifying abbreviation, such
as Corp. or P.S.C.

BDO USA, P.C., is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of
independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Mr. Hampton
Mr. Crain
October 5, 2023
Page 2

It is our understanding that the Parties have certain disagreements related to the calculation
of the amount of the Earnout Payment, which they have been unable to resolve. Section 2.04
of the Agreement provides that if the Parties are unable to resolve their disputes, then all

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unresolved disputed items shall be submitted to an impartial nationally recognized firm of

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independent certified public accountants other than Seller’s Accountants or Buyer’s

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Accountants that Buyer and Seller shall appoint by mutual agreement, which is defined in
the Agreement as Independent Accountants. Buyer and Seller hereby jointly engage BDO to

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act as the Independent Accountants for the resolution of the disputed matters (the “Services”),

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subject to the terms of this Engagement Letter.

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Russia Sanctions
Buyer represents that it is not owned or controlled, directly or indirectly, by one or more

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Russian citizen(s), Russian national(s), persons physically located in Russia or entity(s)

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organized under the laws of Russia. Buyer agrees that if at any time while BDO is providing
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services to Buyer the foregoing representation is no longer true, Buyer will immediately
notify BDO.
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Seller represents that it is not owned or controlled, directly or indirectly, by one or more
Russian citizen(s), Russian national(s), persons physically located in Russia or entity(s)
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organized under the laws of Russia. Seller agrees that if at any time while BDO is providing
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services to Seller the foregoing representation is no longer true, Seller will immediately notify
of

BDO.
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Counsel to Buyer represents that it is not owned or controlled, directly or indirectly, by one
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or more Russian citizen(s), Russian national(s), persons physically located in Russia or

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entity(s) organized under the laws of Russia. Counsel to Buyer agrees that if at any time while
BDO is providing Services the foregoing representation is no longer true, Counsel to Buyer
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will immediately notify BDO.

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Counsel to Seller represents that that (i) no members of its executive management team are
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physically located in the Russian Federation or ordinarily resident in the Russian Federation,
(ii) no individual partner or entity owning 50% or more of Counsel’s is located in the Russian
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Federation or is ordinarily resident in the Russian Federation, (iii) no group of partners or

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entities who own, in aggregate, 50% or more of Counsel are located in the Russian Federation
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or are organized under the laws of Russia, (iv) Counsel is not controlled, directly or indirectly,
by persons physically located in the Russian Federation or entity(s) organized under the laws
of Russia and (v) the services provided by BDO are not for use by persons or entities located
in the Russian Federation or organized under the laws of Russia.
Mr. Hampton
Mr. Crain
October 5, 2023
Page 3

Proposed Services to the Parties

The Parties have agreed that BDO shall designate a professional that shall be responsible for
performing the function of the Independent Accountants set out in Section 2.04(b)(ii) of the

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Agreement (the “BDO Professional”).

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The Parties shall submit their dispute to the BDO Professional in accordance with the terms
of the Agreement. The BDO Professional will make a determination in an impartial manner

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based on such inquiry, investigation and other procedures as he/she may deem necessary, but

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shall include submissions and responses by the Parties on a schedule and with page limits
agreed to by the Parties and approved by BDO Professional. The BDO Professional shall not

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be required to follow the practices and procedures that would be required for an audit in
accordance with generally accepted auditing standards and no audit report, opinion or

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certification shall be issued. The Parties agree that the BDO Professional also will consult

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with internal BDO subject matter professionals as reasonably necessary to make his/her
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determination. The BDO Professional shall make his/her determination in writing to the
Parties. Such determination shall include the basis for his/her decision with respect to the
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issues subject to this dispute. Pursuant to the Agreement, the BDO Professional’s
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determination “shall be final and binding on the Parties, absent manifest error.”
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The BDO Professional shall be entitled to rely upon any document, signature, notice, request,
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presentation, or confirmation or other advice believed by him/her to be genuine (without

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independent verification) and may assume that any person designated by the Parties to act on
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behalf of the Parties or Counsel has been duly authorized to do so. The BDO Professional
will not audit or otherwise verify the accuracy or completeness of the data submitted by the
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Parties, although he/she may ask for clarification of some of the information. The Parties
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agree they will not transmit or make accessible to BDO in any manner personally identifiable
information unless reasonably required for BDO’s performance of the Services. Each Party
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is and shall remain responsible for the maintenance and retention of its records.
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Requests for additional information may include, but will not necessarily be limited to,
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review of the workpapers supporting the amounts in dispute and discussions with
representatives of the Parties. Any documents or other material submitted to BDO by or on
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behalf of a Party will be submitted to the other Party. Representatives for the Parties shall
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receive notice and have an opportunity to participate in all meetings, discussions and
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interviews of any witnesses to the extent they involve BDO personnel. There shall be no ex
parte communications, except for such ministerial matters as scheduling meetings or other
non-substantive communications. Notwithstanding any provision of this Engagement Letter,
the Parties specifically agree that they are retaining BDO to resolve the dispute and as such
the BDO Professional is expected to have ex parte communications with other professionals
at BDO. Materials submitted to the BDO Professional shall be delivered simultaneously to
the opposing Party. Requests made by the BDO Professional for information shall be
delivered simultaneously to both Parties.
Mr. Hampton
Mr. Crain
October 5, 2023
Page 4

The BDO Professional may seek and consider the views of legal counsel not associated with
the Parties (“Outside Counsel”) if he/she deems such to be necessary in resolving the dispute

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submitted hereunder and if the Parties both consent. The BDO Professional will not consult

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Outside Counsel until he/she has presented the issue to the Parties for their input. The BDO

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Professional will either utilize Outside Counsel jointly selected by the Parties or will secure
the approval of the Parties of the BDO Professional’s choice of Outside Counsel. In either

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event, Outside Counsel shall submit an estimate for its work to be approved by the Parties

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and BDO shall be reimbursed for the cost of Outside Counsel. Even if the BDO Professional
consults with Outside Counsel, the BDO Professional retains full decision-making power

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related to items in dispute.

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If the Parties resolve, in whole or in part, an item in dispute during the dispute resolution

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process, the BDO Professional will be relieved from deciding such issue.
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BDO’s Services will not constitute an audit, review, compilation, examination or other form
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of attest engagement. BDO shall have no responsibility to address any legal matters or
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questions of law. After completion of the Services, BDO will have no responsibility to update
its advice, recommendations or work product for changes or modifications to the law and
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regulations or for subsequent events or transactions, unless the Parties separately engage
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BDO in writing to do so.

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Confidentiality
Each of the Parties and BDO shall treat and keep all the Confidential Information (as defined
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below) as confidential, with at least the same degree of care as it accords to its own
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confidential information, but in no event less than a reasonable degree of care. Each party
shall disclose the Confidential Information only to its employees, partners, contractors,
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agents or its legal or other advisors, provided that they have: (i) each been informed of the
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confidential, proprietary and secret nature of the Confidential Information, or are subject to
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a binding, preexisting obligation of confidentiality no less stringent than the requirements of

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this Engagement Letter and (ii) a demonstrable need to review such Confidential Information
(and the Parties agree that the foregoing does not create any duty owed by Counsel to a Party
fic

who is not such Counsel’s client and that Counsel may undertake representations adverse to
of

the non-client Party at any time and that such non-client Party will not assert possession of
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the Confidential Information as a basis to allege that Counsel has a duty to non-client Party
or has breached any duty owed to non-client Party or as a basis to disqualify Counsel from
any current or future representation that is adverse to the non-client Party). “Confidential
Information” means all non-public information that is marked as “confidential” or
“proprietary” or has commercial value in the party’s business and is obtained by one party
(the “Receiving Party”) from the other party (the “Disclosing Party”). All terms of this
Engagement Letter are considered Confidential Information. Notwithstanding the foregoing,
Confidential Information shall not include any information that was or is: (a) known to the
Mr. Hampton
Mr. Crain
October 5, 2023
Page 5

Receiving Party prior to disclosure by the Disclosing Party; (b) as of the time of its disclosure,
or thereafter becomes, part of the public domain through a source other than the Receiving
Party; (c) made known to the Receiving Party by a third person who is not subject to any

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confidentiality obligation known to Receiving Party and such third party does not impose

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any confidentiality obligation on the Receiving Party with respect to such information; (d)

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required to be disclosed pursuant to governmental authority, professional obligation, law,
decree regulation, subpoena or court order; or (e) independently developed by the Receiving

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Party. If disclosure is required pursuant to subsection (d) above, the Receiving Party shall

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(other than in connection with routine supervisory examinations by regulatory authorities
with jurisdiction and without breaching any legal or regulatory requirement), to the extent

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legally permissible, provide prior written notice thereof to allow the Disclosing Party to seek
a protective order or other appropriate relief. Upon the request of the Disclosing Party, the

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Receiving Party shall return or destroy all of the Confidential Information except for: (y)

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copies retained in work paper files retained to comply with a party’s professional or legal
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obligations; and (z) such Confidential Information retained in accordance with the Receiving
Party’s normal data back-up procedures.
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All workpapers, records or other documents will be treated as designated under applicable
confidentiality agreements executed among the Parties and BDO.
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Working Papers
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In connection with the performance of the Services, BDO will prepare documents that
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support our work and include items such as notes and analyses that do not constitute part of
the Parties’ records (“Working Papers”). The Working Papers prepared pursuant to this
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Agreement are the property of BDO. The Working Papers constitute confidential,
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proprietary, and trade secret information, and will be retained by BDO in accordance with its
policies and procedures and all applicable laws.
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Fees
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Personnel assigned to this matter will be billed on an hourly basis as follows:

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Title Hourly Rates*

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Partner $740 – $1,000

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Managing Director/Director $615 – $740

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Senior Manager $515 – $615

Manager $345 – $515
Senior Associate $300 – $345
Associate $200 – $300
*Billing rates are subject to annual firm-wide adjustment as of May 1st.

The BDO Professional’s hourly rate is $980.

Mr. Hampton
Mr. Crain
October 5, 2023
Page 6

All expenses incurred on your behalf will also be billed, including, but not limited to,
mileage, lodging and per diem meals, provided that no travel or lodging expenses shall be

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incurred without the prior consent of both Parties. We will also bill $8 per billed hour for

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non-metered expenses, including, but not limited to, those for telephone, technology and

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copying. Our fees are not contingent upon the final results and we do not warrant or predict
results or final developments in this matter. Our fees are based upon hours actually expended

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by each assigned staff member extended by the applicable hourly billing rate. Our billing

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rates will usually increase effective August 1 of each year.

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Pursuant to Section 2.04 of the Agreement, “fees and expenses of the Independent
Accountants shall be borne by Seller and Buyer in proportion to the amounts by which their

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respective calculations of Revenue of the Company during the applicable period differ from

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such Revenue as finally determined by the Independent Accountants.” However, the Parties
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agree that all invoices submitted to the Parties by BDO shall be paid one-half by Buyer and
one-half by Seller and each Party will pay its share promptly. The BDO Professional will not
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issue his/her final decision until all BDO invoices (including the final BDO invoice) have
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been fully paid. In the event one Party does not pay its portion of BDO’s invoices, the other
Party may pay such portion on the non-paying Party’s behalf in order for the BDO
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Professional to issue his/her final decision. The Parties agree that they are responsible
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between themselves for any amounts that have been paid by one Party on behalf of the other
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Party. In order to comply with Section 2.04 of the Agreement, the Parties agree that they are
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responsible between themselves for reimbursing each other for any excess amounts that have
been paid to BDO. The Parties also agree that any such reimbursement will be paid in a
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prompt manner after the BDO Professional has issued his/her final decision. BDO shall have
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no responsibility to reimburse amounts to any of the Parties.

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Charges for our services, including expenses, will be billed monthly and are payable upon
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receipt via wire transfer. Amounts outstanding for more than 30 days are deemed delinquent
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and we reserve the right to charge interest on the past due amount at the lesser of 1.0% per
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month or the maximum amount permitted by law. If fees are not paid in a timely manner, we
reserve the right to suspend our Services, terminate the licensing arrangements under which
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you receive a license to use, or suspend your access to, External Computing Options provided
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through BDO, withhold delivery of any deliverables, or withdraw from this engagement
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entirely. If any collection action is required, you agree to reimburse us for all our costs of
collection, including without limitation, attorneys’ fees.

Any good faith dispute with respect to the hours, rates, or expenses contained in BDO’s
invoices must be brought in writing within 30 days of Buyer and Seller’s actual receipt of the
applicable invoice. If neither the Buyer nor the Seller raises any dispute within 30 days of
Buyer and Seller’s actual receipt of the applicable invoice, the invoice will be deemed
undisputed.
Mr. Hampton
Mr. Crain
October 5, 2023
Page 7

In addition, a retainer in the amount of $20,000 ($10,000 from each of the Buyer and Seller
Parties) is payable and shall be remitted by wire transfer to:

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Receiving Bank:

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PNC Bank, N.A.
Pittsburgh, PA

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ABA #031207607

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For Credit to:
BDO USA

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A/C #8013580178

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Swift # PNCC US 33

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(Make sure to refer to the above caption when wiring funds)
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This retainer is nonrefundable in the event the case is settled and represents the minimum fee
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for this matter.
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Dispute Resolution
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Any controversy or claim against BDO arising out of, or relating to, this Engagement Letter
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or the Services (including any such matter involving any parent, subsidiary, affiliate,
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successor in interest, or agent of the Parties) shall be submitted first to voluntary mediation,
and if mediation is not successful, then to binding arbitration, in accordance with the dispute
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resolution procedures set forth in Attachment I to this Engagement Letter. The dispute
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resolution mechanism described in this paragraph and in Attachment I hereto is intended to

apply only to controversies or claims between Buyer and BDO or the Seller and BDO, but
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not to controversies or claims between Buyer and Seller and any third parties. Judgment on
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any arbitration award resulting from the arbitration between Buyer and BDO or the
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arbitration between the Seller and BDO may be entered in any court having proper
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jurisdiction.
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Non-CPA Notice Requirement

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BDO is owned by professionals who hold CPA licenses. Depending on the nature of the
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Services being provided, from time-to-time non-CPA personnel may be involved in

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providing certain Services hereunder.

Conflicts of Interest
BDO is not aware of any conflicts of interest with respect to any of the names provided by
the Parties. BDO is not responsible for continuously monitoring other potential conflicts that
could arise during the course of the engagement, although we will inform the Parties
promptly should any come to our attention. We reserve the right to resign from this
engagement at any time if conflicts of interest arise or become known to us. Additionally,
Mr. Hampton
Mr. Crain
October 5, 2023
Page 8

our engagement by the Parties will in no way preclude us from being engaged by any other
party in the future. Notwithstanding anything contained in confidentiality provisions set forth
herein, BDO shall be permitted to disclose that it is engaged to provide the Services to the

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Parties under this Engagement Letter if BDO in its reasonable professional judgment

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determines that such disclosure is required in connection with BDO’s provision of services

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on behalf of other clients of BDO, including, without limitation, professional services
engagements under which BDO personnel act as professionals in legal proceedings that

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require disclosures, arbitrators in post-acquisition disputes or act as expert witnesses.

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The Buyer and Seller represent that each has reviewed all potential conflicts and other

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relations that we may have with the Buyer or Seller and agree that neither Buyer nor Seller
believes that such relationships, if any, will preclude us from performing the Services

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identified in this Engagement Letter. If applicable, the Parties have been made aware of the

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known business relationships that BDO has with the Parties. The Parties have agreed that
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such existing relationships may be maintained in the ordinary course of business.
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Indemnification and Limitation of Liability
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(a) As the Services are intended for the Parties and not for third parties, the Parties agree to
release, indemnify and hold harmless BDO and its partners, principals, employees, affiliates,
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contractors and agents (collectively, “BDO Group”) from and against all claims, liabilities,
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damages or expenses (including attorneys’ fees) of any kind relating to the Services or this
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Engagement Letter, whether arising in contract, statute, tort (including, without limitation,
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negligence) or otherwise (collectively, the “Claims”) that are brought by a third party. The
Parties further agree to release, indemnify and hold harmless BDO Group from all Claims
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relating to the Services or this Engagement Letter attributable to any misrepresentations made
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by Buyer or Seller or their personnel. (b) Except to the extent finally determined to have
resulted from BDO Group’s fraud or intentional misconduct, BDO Group’s aggregate
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liability to the Parties for all direct or third-party Claims shall not exceed the amount of fees
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paid by the Parties to BDO under this Engagement Letter. (c) In no event shall BDO Group
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be liable for consequential, special, indirect, incidental, punitive, or exemplary losses or

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damages, loss of profits or losses resulting from loss of data, business or goodwill relating to
this Engagement Letter, regardless of whether BDO Group has been advised of the possibility
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of such damages. (d) No Party shall bring any Claims related to the Services or otherwise
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related to this Engagement Letter later than one year after (i) the completion of the Services
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set forth herein, or (ii) if this Engagement Letter was terminated prior to completion of the
Services, the date this Engagement Letter was terminated. In no event shall the preceding
sentence extend any otherwise legally applicable period of limitations on such Claims.

Third Parties and Use

All Services and deliverables hereunder shall be solely for the use and benefit of the Parties
pursuant to our client relationship. This engagement does not create privity between BDO
Mr. Hampton
Mr. Crain
October 5, 2023
Page 9

and any person or party other than the Parties and is not intended for the express or implied
benefit of any third party. No third party is entitled to rely, in any manner or for any purpose,
on the Services or deliverables of BDO hereunder.

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Intellectual Property

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BDO shall retain the right to reuse the ideas, concepts, know-how, and techniques derived
from the rendering of the Services so long as it does not require the disclosure of any of

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Confidential Information of the Parties. BDO shall be entitled to all protections afforded

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under State and Federal statutory or common law with respect to any report, computer
program (source code and object code) or programming and/or material documentation,

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manual, chart, specification, formula, database architecture, template, system model,
copyright, diagram, description, screen display, schematic, blueprint drawing, tape, license,

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listing, invention, record, development frameworks, code libraries, best practices, general

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knowledge, skills and experience, or other materials preexisting the execution of this
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Engagement Letter (“Intellectual Property”). Unless otherwise specifically stated in this
Engagement Letter, the reproduction, distribution or transfer, by any means or methods,
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whether direct or indirect, of any of BDO’s or its agents’ Intellectual Property or proprietary
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information by the Parties is strictly prohibited.

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Restricted Federal Data

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The Parties agree that the Services are not intended to involve the processing of Restricted
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Data, defined as data subject to laws, regulations or government-wide policies that require
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safeguarding or dissemination controls, including the Federal Acquisition Regulations

(“FAR”), the Defense Federal Acquisition Regulation Supplement (“DFARS”), the
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International Traffic in Arms Regulation (“ITAR”), the Export Administration Regulations

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(“EAR”), and the Arms Export Control Act (“AECA”). For clarity, and without limiting the
foregoing, controlled unclassified information (“CUI”) shall be included in the definition of
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Restricted Data. Neither Party shall provide or otherwise make available Restricted Data to
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BDO unless expressly agreed to in advance in writing by BDO. If a Party becomes aware
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that any known or suspected Restricted Data will be or has been disclosed to BDO by such
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Party or otherwise in connection with the Services, such Party will immediately notify BDO
in writing to [email protected] and will cease any further transfer of such data
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unless and until BDO expressly agrees in writing. Each Party will fully cooperate with BDO
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in the investigation of and response to any known or suspected Restricted Data that such
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Party has disclosed to BDO notwithstanding the foregoing. Each Party further agrees that it
will be responsible for all fees, costs and expenses associated with processing of Restricted
Data, including without limitation additional fees, costs and expenses related to compliance
with obligations with respect to such Restricted Data.

Power and Authority

Each of the Parties and BDO has all requisite power and authority to execute and deliver this
Engagement Letter and to carry out and perform its respective obligations hereunder. This
Mr. Hampton
Mr. Crain
October 5, 2023
Page 10

Engagement Letter constitutes the legal, valid and binding obligations of each Party and
BDO, enforceable against such Party or BDO in accordance with its terms.

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Subpoenas

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If a Party requests BDO to object to or respond to, or BDO receives and responds to, a validly

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issued third party subpoena, court order, government regulatory inquiry, or other similar
request for, or legal process for the production of, documents and/or testimony relative to

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information we obtained and/or prepared during the course of this or any prior engagement

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with such Party, such Party agrees to compensate BDO for all time BDO expends in
connection with such response, at our standard rates, and to reimburse BDO for all related

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out-of-pocket costs (including outside attorneys’ fees) that we incur.

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Email Communications

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BDO disclaims and waives, and the Parties release the BDO from all liability for the
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interception or unintentional disclosure of e-mail transmissions or for the unauthorized use
or failed delivery of e-mails transmitted or received by BDO in connection with the
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performance of the Services.
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Severability
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If any portion of this Engagement Letter is held to be void, invalid or otherwise

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unenforceable, in whole or in part, for any reason whatsoever, such portion of this
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Engagement Letter shall be amended to the minimum extent required to make the provision
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enforceable and the remaining portions of this Engagement Letter shall remain in full force
and effect.
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External Computing Options

If, at a Party’s request, any member of the BDO Group agrees to use certain external
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commercial services, including but not limited to services for cloud storage, remote access,
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third party software and/or file sharing options (collectively “External Computing Options”),
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that are outside of BDO’s standard security protocol, such Party acknowledges that the
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External Computing Options may be associated with heightened security and privacy risks.
Accordingly, BDO Group disclaims, and such Party agrees to release BDO Group from, and
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indemnify BDO Group for, all liability arising out of or related to the use of such External
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Computing Options.
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Independent Contractor.
BDO is providing the Services to the Parties as an independent contractor bound by the terms
hereof to perform the Services pursuant to the Parties’ instructions. BDO’s obligations to the
Parties are exclusively contractual in nature. This agreement does not create any agency,
employment, partnership, joint venture, trust, or other fiduciary relationship between the
parties. Neither BDO nor the Parties shall have the right to bind the other to any third party
Mr. Hampton
Mr. Crain
October 5, 2023
Page 11

or otherwise to act in any way as a representative or agent of the other except as otherwise
agreed in writing between the parties.

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Licensing Representation

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To the extent necessary for BDO to perform its obligations described herein, each Party

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represents and warrants that it will obtain, maintain and comply with all of the licenses,
consents, permits, approvals and authorizations that are necessary to allow BDO and its

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employees, contractors and subcontractors to access and use the services or software

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provided for the benefit of such Party under such Party’s third-party services contracts,
licenses or other contracts granting such Party the right to access, use or receive services or

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software (each a “Licensing Representation”). Upon BDO’s request, each Party will provide
BDO any references available evidencing the Licensing Representation (e.g., order number,

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customer support identifier). Tools subject to this Licensing Representation are hereby

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deemed External Computing Options. Each Party hereby releases BDO Group from all
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claims and liabilities resulting from (i) BDO’s reliance on a Licensing Representation and
(ii) the functionality of any third-party software or services used or accessed by BDO.
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Electronic Transmissions
This Engagement Letter may be transmitted in electronic format and shall not be denied legal
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effect solely because it was formed or transmitted, in whole or in part, by electronic record;
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however, this Engagement Letter must then remain capable of being retained and accurately
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reproduced, from time to time, by electronic record by the parties to this Engagement Letter
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and all other persons or entities required by law. An electronically transmitted signature to
this Engagement Letter will be deemed an acceptable original for purposes of consummating
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this Engagement Letter and binding the party providing such electronic signature.
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Assignment
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Without our prior written consent, neither Party may assign this Engagement Letter, except
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to a party that acquires substantially all of the assets and operations of such Party.
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Entire Agreement
This Engagement Letter sets forth the entire agreement between the Parties and BDO with
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respect to the subject matter herein, superseding all prior agreements, negotiations, or
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understandings, whether oral or written, with respect to the subject matter herein. This
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Engagement Letter may not be changed, modified, or waived in whole or part except by an
instrument in writing signed by the Parties and BDO.

[SIGNATURE PAGES FOLLOW]

Mr. Hampton
Mr. Crain
October 5, 2023
Page 12

Please sign below and return one copy to us after taking an opportunity to review this letter.
We look forward to assisting the Buyer and Seller resolve their dispute.

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Very truly yours,

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BDO USA

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Name: Jeffrey M. Katz

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Title: Principal

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Mr. Hampton
Mr. Crain
October 5, 2023
Page 13

By signing below, each authorized signatory of a Party represents that he/she has power and
authority and has obtained all approvals, authorizations and consents necessary to enter into
this agreement on behalf of the Party set forth below for whom the authorized signatory is

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executing this agreement. The authorized signatory represents that this agreement constitutes

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the legal, valid and binding obligation of the Party set forth below for whom the authorized

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signatory is executing this agreement and is enforceable against the Party in accordance with
its terms and conditions.

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COUNSEL TO BUYER

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______________________________________

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Name: Stephen B. Crain Date

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Title: Partner

BUYER
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______________________________________
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Name: Date
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Title: Authorized Signatory

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COUNSEL TO SELLER
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______________________________________ 10/05/2023
Name: Wallis M. Hampton Date
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Title: Counsel
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SELLER
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______________________________________
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Name: Date
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Title: Authorized Signatory

 ATTACHMENT I: DISPUTE RESOLUTION PROCEDURE

Any dispute or claim between the parties to this Engagement Letter arising out of or
relating to the Engagement Letter or a breach of this Engagement Letter, including,
without limitation, claims for breach of contract, professional negligence, breach of
fiduciary duty, misrepresentation, fraud or claims based in whole or in part on any
other common-law, statutory, regulatory, legal or equitable theory, and disputes

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regarding all fees, including attorneys’ fees of any type, and/or costs charged under this

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Engagement Letter (“Arbitration Claims”) (except to the extent provided below) shall

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be submitted to binding arbitration administered by the American Arbitration
Association (“AAA”), in accordance with its Commercial Arbitration Rules.

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Arbitration Claims shall be brought in a party’s individual capacity, and not as a
plaintiff or class member in any purported class or representative proceeding.

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Arbitration Claims shall be heard by a panel of three (3) arbitrators, to be chosen as

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follows: within fifteen (15) days after the commencement of arbitration, each party shall
select one person to act as arbitrator; thereafter, the two individually selected

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arbitrators shall select a third arbitrator within ten (10) days of their appointment. If

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the arbitrators selected by the parties are unable or fail to agree upon the third
arbitrator, the third arbitrator shall be selected by the AAA. The arbitration panel shall
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have the power to rule upon its own jurisdiction and authority, including any objection
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to the initial or continuing existence, validity, effectiveness or scope of this arbitration
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agreement. The arbitration panel may not consolidate more than one person’s claims
and may not otherwise preside over any form of a representative or class proceeding.
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The arbitration panel shall have no authority to award non-monetary or equitable

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relief, but nothing herein shall be construed as a prohibition against a party from
pursuing non-monetary or equitable relief in a federal or state court. The place of
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arbitration shall be the city in which the BDO office providing the majority of the
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Services involved is located, unless the parties agree in writing to a different location.
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Regardless of where the arbitration proceeding actually takes place, all aspects of the
arbitration and this Engagement Letter shall be governed by the provisions of the laws
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of the State of New York (except if there is no applicable state law providing for such
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arbitration, then the Federal Arbitration Act shall apply) and the procedural and
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substantive law of such state shall be applied without reference to conflict of law rules.
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The parties shall bear their own legal fees and costs for all Arbitration Claims. The
award of the arbitrators shall be accompanied by a reasoned opinion, and judgment on
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the award rendered by the arbitration panel may be entered in any court having
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jurisdiction thereof. Except as may be required by law or to enforce an award, neither

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a party nor an arbitrator may disclose the existence, content, or results of any
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arbitration hereunder without the prior written consent of the parties to this
Engagement Letter.
The parties to this Engagement Letter acknowledge that by agreeing to this arbitration
provision, they are giving up the right to litigate claims against each other, and
important rights that would be available in litigation, including the right to trial by
judge or jury, to extensive discovery and to appeal an adverse decision. The parties
acknowledge that they have read and understand this arbitration provision, and that
they voluntarily agree to binding arbitration.