•  The Time-Based Requirement will be satisfied in installments as to the RUUs as follows: one-third (1/3rd) of the total number of RUUs shall vest on July 1, 2021, if you continue in Service through and including July 1, 2021, one- third (1/3rd) of the total number of RUUs shall vest on July 1, 2022, if you continue in Service through and including July 1, 2022, and one-third (1/3rd) of the total number of RUUs shall vest on July 1, 2023, if you continue in Service through and including July 1, 2023.

•  The Liquidity Event Requirement will be satisfied (as to any then-outstanding RUUs that have not theretofore expired or been terminated on the earlier to occur of (i) an IPO, or (ii) a Change in Control in either event prior to the Final Expiration.

Your RUUs may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, whether by operation of law or otherwise, nor may the RUUs be made subject to execution, attachment, or similar process. If you attempt to do any of these things, you will immediately and automatically forfeit your RUUs.

Any and all Units issued to you upon vesting of your RUUs in accordance with this Agreement shall be subject to restrictions on transfer as set forth in the LLC Agreement (as hereinafter defined).

Upon the occurrence of a Change in Control in which this award of RUUs is not assumed or continued, immediately prior to the occurrence of such Change in Control, all outstanding RUUs shall, to the extent not assumed or continued, be deemed to have vested, and all Units subject to this Agreement shall be delivered. The Committee may elect, in its sole discretion, to cancel any outstanding RUUs and pay or deliver, or cause to be paid or delivered, to the holder thereof an amount in cash or Units having a value (as determined by the Committee acting in good faith) equal to the formula or fixed price per Unit paid to holders of Units pursuant to such Change in Control.

Upon the occurrence of a Change in Control in which this award of RUUs is assumed or continued, the RUUs shall become 100% vested upon Involuntary Termination within the twelve (12)-month period following the consummation of the Change in Control.

“Involuntary Termination” means termination of your Service by reason of (i) your involuntary dismissal by the Company, an Affiliate, or their successors for reasons other than Cause; or (ii) your voluntary resignation for Good Reason.

You agree as a condition of this Agreement that you will make acceptable arrangements to pay any withholding or other taxes that may be due relating to the RUUs or the issuance of Units with respect to the RUUs. In the event that the Company or any Affiliate determines that any federal, state, local, or foreign tax or withholding payment is required relating to the RUUs or the issuance of Units with respect to the RUUs, the Company or any Affiliate shall have the right to (i) require you to tender a cash payment, (ii) deduct the tax or withholding payment from payments of any kind otherwise due to you, (iii) if the Company is publicly traded, permit or require you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”), whereby you irrevocably elect to sell a portion of the Units to be delivered in connection with the RUUs to satisfy withholding obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the withholding obligations directly to the Company or any Affiliate, or (iv) withhold the delivery of vested Units otherwise deliverable under this Agreement to meet such obligations, provided that, to the extent required to avoid adverse accounting consequences to the Company, the Units so withheld will have an aggregate Fair Market Value not exceeding the minimum amount of tax required to be withheld by Applicable Laws.

You agree that the Company or any Affiliate shall be entitled to use whatever method it may deem appropriate to recover such taxes. You further agree that the Company or any Affiliate may, as it reasonably considers necessary, amend or vary this Agreement to facilitate such recovery of taxes.

The Company shall not be liable or responsible in any way for the tax consequences to you relating to the grant, or vesting and related lapsing of any forfeiture conditions, of your RUUs hereunder. You agree that you have been advised to seek and have had an opportunity to seek independent advice regarding, and that you shall determine and be responsible for, any and all tax consequences to you related to the grant, or vesting and related lapsing of any forfeiture conditions, of your RUUs.

The RUUs are subject to mandatory repayment by you to the Company to the extent you are or in the future become subject to any Company “clawback” or recoupment policy or Applicable Laws that require the repayment by you to the Company of compensation paid by the Company to you in the event that you fail to comply with, or violate, the terms or requirements of such policy or Applicable Laws.

If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under Applicable Laws and you knowingly engaged in the misconduct, were grossly negligent in engaging in the misconduct, knowingly failed to prevent the misconduct, or were grossly negligent in failing to prevent the misconduct, you shall reimburse the Company the amount of any payment in settlement of the RUUs earned or accrued during the twelve (12)-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document that contained such material noncompliance.

You understand and agree that the Company is a Delaware limited liability company and that your RUUs may be part of a contemporaneous grant of similar awards to individuals located in numerous jurisdictions. You agree that this Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, United States of America, other than any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of any other jurisdiction.

The exclusive venue for any and all disputes arising out of or in connection with this Agreement shall be Hennepin County, Minnesota, United States of America, and the courts sitting exclusively in Hennepin County, Minnesota, United States of America shall have exclusive jurisdiction to adjudicate such disputes. Each party hereby expressly consents to the exercise of jurisdiction by such courts and hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to such laying of venue (including the defense of inconvenient forum).

The grant of RUUs under this Agreement is intended to comply with the short-term deferral exemption from Code Section 409A (“Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance with the exemption. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Affiliates, the Board, or the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and none of the Company, its Affiliates, the Board, or the Committee will have any liability to you for such tax or penalty.

To the extent that the RUUs constitute “deferred compensation” under Section 409A, a termination of Service occurs only upon an event that would be a Separation from Service within the meaning of Section 409A. If, at the time of your Separation from Service, (i) you are a “specified employee” within the meaning of Section 409A, and (ii) the Company makes a good faith determination that an amount payable on account of your Separation from Service constitutes deferred compensation (within the meaning of Section 409A), the payment of which is required to be delayed pursuant to the six (6)-month delay rule set forth in Section 409A to avoid taxes or penalties under Section 409A (the “Delay Period”), then the Company will not pay such amount on the otherwise scheduled payment date but will instead pay it in a lump sum on the first business day after the Delay Period (or upon your death, if earlier), without interest. Each installment of RUUs that vest under this Agreement (if there is more than one installment) will be considered one of a series of separate payments for purposes of Section 409A.

“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange Act.

“Board” shall mean the Board of Managers of the Company.

“Cause” shall be defined as in your Employment Agreement.

“Change in Control” shall mean, subject to Code Section 409A, the occurrence of any of the following: (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) after the date hereof, except where such sale, lease, exchange or other transfer is to an entity controlled by the Company; (b) the approval by the members of the Company of any plan or proposal for the liquidation or dissolution of the Company; (c) any Person becomes after the date hereof the Beneficial Owner, directly or indirectly, of 50% or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of managers; or (d) a merger or consolidation to which the Company is a party if the Persons who are the members of the Company immediately prior to effective date of such merger or consolidation have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act), immediately following the effective date of such merger or consolidation, of securities of the surviving entity representing 50% or less of the combined voting power of the surviving entity’s then outstanding securities ordinarily having the right to vote at elections of managers or directors.

“Code” shall mean the Internal Revenue Code of 1986, as amended, as now in effect or as hereafter amended, and any successor thereto. References to any Code Section shall be deemed to include, as applicable, regulations and guidance promulgated under such Code Section.

“Committee” shall mean a committee of, and designated from time to time by resolution of, the Board (or, if no Committee has been so designated, the Board).

“Company” shall mean CMI Acquisition, LLC, a Delaware limited liability company, and any successor thereto.

“Controlling Interest” shall have the meaning set forth in Treasury Regulation Section 1.414(c)-2(b)(2)(i), provided that an interest of “at least 50 percent” shall be used instead of an interest of “at least 80 percent,” in each case where “at least 80 percent” appears in Treasury Regulation Section 1.414(c)-2(b)(2)(i).

“Employee” shall mean, as of any date of determination, an employee (including an officer) of the Company or an Affiliate.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, as now in effect or as hereafter amended, and any successor thereto.

“Fair Market Value” shall, for purposes of determining taxable income and the amount of the related tax withholding, be determined by the Committee in good faith using any reasonable method it deems appropriate, provided that the Committee shall determine the Fair Market Value of securities for tax withholding obligations due in connection with sales, by or on behalf of the Grantee, of such securities subject to an Award to pay any tax withholding obligation on the same date on which such securities may first be sold pursuant to the terms of the Agreement in any manner consistent with applicable provisions of the Code, including, without limitation, by using the sale price of such securities on such date (or if sales of such securities are effectuated at more than one sale price, the weighted average sale price of such securities on such date) as the Fair Market Value of such securities, so long as the Grantee has provided the Company, or its designee or agent, with advance written notice of such sale.

“Good Reason” shall be defined as in your Employment Agreement.

“Grantee” shall mean the Person named in this Agreement.

“Initial Public Offering” or “1P0” shall mean the first firm commitment underwritten public offering pursuant to an effective registration statement under the Exchange Act covering the offer and sale by the Company of its equity securities, as a result of or following which the shares shall be publicly held.

“Person” shall mean an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Restricted Unit Unit” shall mean a bookkeeping entry representing the equivalent of one (1) Unit awarded to the Grantee pursuant to this Agreement.

“Securities Market” shall mean an established securities market.

“Separation from Service” shall have the meaning set forth in Code Section 409A.

“Service” shall mean service qualifying the Grantee as a Service Provider to the Company or an Affiliate. The Grantee’s change in position or duties shall not result in interrupted or terminated Service, so long as the Grantee continues to be a Service Provider to the Company or an Affiliate. Subject to the preceding sentence, any determination by the Committee whether a termination of Service shall have occurred for purposes of this Agreement shall be final, binding, and conclusive. If a Service Provider’s employment or other Service relationship is with an Affiliate and the applicable entity ceases to be an Affiliate, a termination of Service shall be deemed to have occurred when such entity ceases to be an Affiliate unless the Service Provider transfers his or her employment or other Service relationship to the Company or any other Affiliate.

“Service Provider” shall mean (a) an Employee, manager or director of the Company or an Affiliate, or (b) a consultant or adviser to the Company or an Affiliate (i) who is a natural person, (ii) who is currently providing bona fide services to the Company or an Affiliate, and (iii) whose services are not in connection with the Company’s sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s Units.

“Subsidiary” shall mean any corporation (other than the Company) or non-corporate entity with respect to which the Company owns, directly or indirectly, fifty percent (50%) or more of the total combined voting power. In addition, any other entity may be designated by the Committee as a Subsidiary, provided that such entity could be considered as a subsidiary according to generally accepted accounting principles in the United States of America.

“Unit” means a Common Unit of the Company having the rights, preferences and obligations set forth in the LLC Agreement.

By accepting this Agreement, you agree to all of

the terms and conditions described above.