AMENDED AND RESTATED
PROFESSIONAL SERVICES AGREEMENT
This Amended and Restated Professional Services Agreement (this Agreement) is dated as of August 14, 2018 by and
between D.C. Capital Partners, L.L.C., a Virginia limited liability company (DCCP), and Gladiator PTC, Corp., a Delaware corporation (the Company).
Company, together with its wholly owned subsidiary, Project Time & Cost Holdings, Inc., a Delaware corporation (together with their respective subsidiaries, the Gladiator Entities) desire to receive (i) financial and
management consulting services from DCCP, and (ii) the benefit of DCCPs experience in business and financial management generally.
B. DCCP is willing to provide financial and management consulting services to the Company and the Gladiator Entities and the compensation
arrangements set forth in this Agreement are designed to compensate DCCP for such services.
C. On March 22, 2018, Gladiator OpCo,
LLC, a Delaware limited liability company and DCCP entered into a Professional Services Agreement, which agreement is now being amended and restated in its entirety as follows.
consideration of the foregoing premises and the respective agreements hereinafter set forth and the mutual benefits to be derived herefrom, DCCP and the Company hereby agree as follows:
1. Professional Services. During the term of this Agreement, DCCP shall perform, or cause to be performed, general management,
transactional, financial and other corporate advisory services for the Company and the Gladiator Entities, as mutually agreed by DCCP and the Company.
2. Personnel. DCCP shall provide and devote to the performance of this Agreement such members, employees, officers and agents of DCCP
as DCCP shall deem appropriate for the furnishing of the services required hereby.
3. Management Fee.
(a) On and after the date hereof, DCCP shall be entitled to receive an annual management fee (the Management Fee) for the
period commencing on the date hereof and ending upon termination of this Agreement. The Management Fee shall be $500,000 per annum (the Base Amount), payable in four (4) equal quarterly installments of $125,000 as provided in
Section 3(b) below. The Management Fee shall be payable whether or not the Company actually requests that DCCP provide the services described in Section 1 above.