Transaction Expense Amount. Upon Closing, the Company shall pay a one-time non-refundable, non-accountable sum equal to Four Thousand Five Hundred and No/100 United States Dollars (US$4,500.00) to the The EquiLux Group, L.P. cover the Holder's due diligence, analysis monitoring, and other transaction costs incurred for services rendered in connection herewith (the “Transaction Expense Amount”). The Transaction Expense Amount shall be offset against the proceeds of the Note and be deemed a payment of such portion of the Purchase Price hereunder.

Upon a Class A Member Exit, the total Bonuses payable to all Participants will be an amount equal to 2.5% of the Company Value up to $85 million, plus 4% of the Company Value in excess of $85 million. For example, if a Class A Member Exit occurs when the Company Value of Telos ID is $50 million, the total Bonuses payable to all Participants will be $1.25 million (i.e., .025 × $50 million = $1.25 million); and, if a Class A Member Exit occurs when the Company Value of Telos ID is $125 million, the total Bonuses payable to all Participants will be $3.725 million (i.e., (.025 x $85,000,000) + (.04 x ($125,000,000 - $85,000,000)) = $3,725,000).

The following rules apply in determining an Officer’s Average Bonus Amount.

Amount of Payment. Each amount of Deferred Compensation to be paid to a Participant will be determined as of the Valuation Date on or next preceding the date such payment is due to such Participant.

Amount of Payment. The benefit that a Participant will receive from the Company in accordance with this Plan shall be, calculated pursuant to this Article 7: # payment equal to the number of full shares of Common Stock based upon the units equivalent to the shares of Common Stock credited to the Participant’s Common Stock Unit Account; and # cash equal to the sum of # the cash amount credited to the Participant’s Deferred Cash Account; # the cash value of the fractional shares (to the nearest thousandths) of Common Stock credited to the Participant’s Common Stock Unit Account on the date specified in Section 7(b); and # the cash value of the Shadow Stock Units and fractions thereof (to the nearest thousandths) credited to the Participant’s Shadow Stock Unit Account on the date specified in Section 7(b). Notwithstanding the preceding sentence to the contrary, in the event of a Change of Control or termination and liquidation of this Plan as provided in Sections 9 and 13, respectively, the value of a Participant’s Deferred Cash Account, Shadow Stock Unit Account and Common Stock Unit Account shall be determined by the Company immediately following such an event. If a particular date referenced in this Section 7 falls on a weekend or holiday, the date will be replaced with the first business day following that date.

Participants are eligible to earn cash awards based on # change in EVA for a Business Unit and/or the Corporate Business Unit and # achievement of individual Performance Plan Goals to be approved by the CEO or the Compensation Committee with respect to the CEO, prior to April 30 of each Plan Year. Prior to April 30 of each Plan Year, the Compensation Committee will approve for each Business Unit and for the Corporate Business Unit target levels of expected changes in EVA for each Business Unit and for the Corporate Business Unit for such Plan Year and a range of multiples, not to exceed a three times (3x) multiple, to be applied to the participant’s target bonus based on actual performance for the Plan Year. The multiple related to Business Unit performance is referred to as the “Business Unit Multiple.” If a participant’s Business Unit is comprised of more than one profit center, the CEO or Compensation Committee with respect to the CEO shall determine the relative weight to be assigned to each profit center’s Business Unit Multiple. The Business Unit Multiple for such participant shall be the weighted average of the Business Unit Multiples for each profit center comprising the participant’s

Maximum Participation Amount. Notwithstanding anything to the contrary contained herein, [[Organization C:Organization]] shall not purchase and hold, at any one time, Participation Interests such that the Outstanding Participation Amount exceeds the Maximum Participation Amount; provided, however, that [[Organization C:Organization]] may, in its sole and absolute discretion, elect to temporarily increase the Maximum Participation Amount upon written notice to [[Organization B:Organization]] pursuant to Section 2.8. Nothing contained in this Section shall limit, impair or affect the provisions of Section 2.2.

A Participant may elect within the period specified in [Section 4.01(b)] of the Adoption Agreement to defer the following amounts of remuneration. For each type of remuneration listed, complete “dollar amount” and/or “percentage amount”.

The amount of such contributions for each plan year shall be an amount determined by the employer, in its sole discretion, after the plan administrator has determined the amount needed to satisfy the actual deferral percentage test or the actual contribution percentage test, or both.

Minimum Borrowing Amount. The aggregate principal amount of each Borrowing by the Borrower shall not be less than the Minimum Borrowing Amount.