EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is made and entered into as
of 1 st of January 2021 (the “Effective Date”), by and between Christian Seem (“Executive”) and
Access Car Wash Holdings, LLC, a Delaware limited liability company (the “Company”).
WHEREAS, the Company desires to employ Executive on the terms and conditions set
forth herein, and Executive desires to be employed by the Company on such terms and
conditions.
NOW, THEREFORE, in consideration of the mutual covenants, promises and obligations
set forth herein, the parties agree as follows:

Term. Executive’s employment hereunder shall be effective as of the Effective Date and
shall continue until the second anniversary thereof, unless terminated earlier pursuant to Section
4 of this Agreement; provided that, on the second anniversary of the Effective Date and each
annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal
Date”), the Agreement shall be deemed to be automatically extended, upon the same terms and
conditions, for successive periods of one year, unless either party provides written notice of its
intention not to extend the term of the Agreement at least thirty (30) days’ prior to the applicable
Renewal Date. The period during which Executive is employed by the Company hereunder, is
hereinafter referred to as the “Employment Term.” If the Employment Term ends pursuant to a
written notice of intention not to extend the term of the Agreement as set forth in this Section 1,
the last day of the Employment Term is the “Expiration Date.”
Position and Duties.
2.1 Position. During the Employment Term, Executive shall serve as the “Chief
Operating Officer” of the Company, reporting to the Manager of the Company (the “Manager”)
or other executive as designated by the Manager. In such position, Executive shall have such
duties, authority and responsibility as shall be determined from time to time by the Manager,
which duties, authority and responsibility are consistent with Executive’s position.
2.2 Duties. During the Employment Term, Executive shall devote substantially all of
his business time and attention to the performance of Executive’s duties hereunder and will not
engage in any other business, profession or occupation for compensation or otherwise that would
conflict or interfere with the performance of such services either directly or indirectly without the
prior written consent of the Manager. Notwithstanding the foregoing, Executive shall be
permitted to devote a reasonable amount of time and effort to (a) serving on governing boards of
or otherwise assisting civic and charitable organizations, and (b) holding and managing personal
and family investments, but only to the extent that activities described in clauses (a) or (b),
individually or as a whole, do not (i) involve Executive’s active participation in the management
of any corporation, partnership or other business entity (other than any of the foregoing formed
solely to hold and manage personal and family investments), (ii) involve an ownership interest in
any customer or vendor of the Company or any of its subsidiaries unless approved in advance by

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the Manager, (iii) interfere with Executive’s duties to the Company, or (iv) otherwise violate any
provision of this Agreement. Executive shall be entitled to serve on the board of directors or
other managing body of one or more for-profit entities; provided that (x) such entity is not
competing and could not reasonably be expected to compete with the Company and its
subsidiaries and (y) Executive secures the prior written approval of the Manager.

Compensation.
3.1 Base Salary. The Company shall pay Executive an annual base salary of
$275,000.00 during the Employment Term, payable in bi-weekly or monthly installments in
accordance with the Company’s customary payroll practices. Executive’s base salary, as in effect
from time to time, is hereinafter referred to as “Base Salary.”
3.2 Annual Bonus. For each fiscal year of the Employment Term, Executive may be
eligible to receive an annual bonus (the “Annual Bonus”) in an amount initially targeted to be
40% of Base Salary, based on achievement of annual target performance goals of the Company
and Executive established by the Manager. Notwithstanding the foregoing, the decision to award
any Annual Bonus and the amount and terms of any Annual Bonus shall be in the sole and
absolute discretion of the Manager. The Annual Bonus, if any, will be paid during the fiscal year
immediately following the applicable fiscal year and in no event later than fifteen (15) days
following the date the Company’s annual audit for the applicable fiscal year has been finalized
and delivered. The Annual Bonus will be subject to the terms of any Company annual bonus plan
under which it is granted. Executive must be employed at the time of award of the Annual Bonus
in order to be eligible to receive the Annual Bonus.
3.3 Fringe Benefits and Perquisites. During the Employment Term, Executive shall be
entitled to fringe benefits and perquisites consistent with the practices of the Company.
3.4 Employee Benefits. During the Employment Term, Executive shall be entitled to
participate in all employee benefit plans, practices and programs maintained by the Company, as
in effect from time to time (collectively, “Employee Benefit Plans”), on a basis that is no less
favorable than is provided to other similarly situated employees of the Company, to the extent
consistent with applicable law and the terms of the applicable Employee Benefit Plans. The
Company reserves the right to amend or cancel any Employee Benefit Plans at any time in its
sole discretion, subject to the terms of such Employee Benefit Plan and applicable law.
3.5 Vacation; Paid Time-off. During the Employment Term, Executive shall be
entitled to fifteen (15) paid vacation days per calendar year (prorated for partial years) in
accordance with the Company’s vacation policies, as in effect from time to time. Executive shall
receive other paid time-off in accordance with the Company’s policies for similarly situated
employees as such policies may exist from time to time.
3.6 Business Expenses. Executive shall be entitled to reimbursement for all
reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by

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Executive in connection with the performance of Executive’s duties hereunder in accordance
with the Company’s expense reimbursement policies and procedures.

Termination of Employment. The Employment Term and Executive’s employment
hereunder may be terminated by either the Company or Executive at any time and for any
reason. Upon termination of Executive’s employment during the Employment Term, Executive
shall be entitled to the compensation and benefits described in this Section 4 and shall have no
further rights to any compensation or any other benefits from the Company or any of its
Affiliates. “Affiliate” means, in respect of any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person, and the term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such Person, whether through
ownership of voting securities, by contract or otherwise. “Person” means an individual,
partnership, corporation, limited liability company, association, trust, unincorporated
organization, or other entity.
4.1 Failure to Renew by Executive; Termination for Cause or Without Good Reason.
(a) The Employment Term and Executive’s employment hereunder will be
terminated on the Expiration Date if Executive provides notice of his intention not to extend the
Employment Term in accordance with Section 1 and Executive’s employment hereunder may be
terminated by the Company for Cause or by Executive without Good Reason at any time prior to
the Expiration Date. If Executive’s employment is terminated by the Company for Cause, by
Executive without Good Reason, or upon the Expiration Date if Executive provides notice of his
intention not to extend the Employment Term in accordance with Section 1, Executive shall be
entitled to receive:

(i) any accrued but unpaid Base Salary and accrued but unused
vacation, which shall be paid on the pay date immediately following the Termination Date (as
defined below) in accordance with the Company’s customary payroll procedures;

(ii) reimbursement for unreimbursed business expenses properly
incurred by Executive, which shall be subject to and paid in accordance with the Company’s
expense reimbursement policy; and

(iii) such employee benefits (including equity compensation), if any, to
which Executive may be entitled under the Employee Benefit Plans as of the Termination Date;
provided that, in no event shall Executive be entitled to any payments in the nature of severance
or termination payments except as specifically provided herein. Sections 4.1(a)(i) through
4.1(a)(iii) are referred to herein collectively as the “Accrued Amounts”.

(b) For purposes of this Agreement, “Cause” shall mean: (i) Executive’s
willful refusal, failure or neglect to perform his duties (other than any such failure resulting from
incapacity due to physical or mental illness) or Executive’s incompetence when performing those

44836-8424-2907.v2
duties; (ii) Executive’s failure to comply with any valid and legal directive of the Manager; (iii)
Executive’s engagement in dishonesty, illegal conduct or gross misconduct; (iv) Executive’s
embezzlement, misappropriation or fraud, whether or not related to Executive’s employment
with the Company; (v) Executive’s conviction of or plea of guilty or nolo contendere to a crime
that constitutes a felony or a crime that constitutes a misdemeanor involving moral turpitude; (vi)
Executive’s willful violation of a written policy of the Company or any of subsidiary of the
Company as in effect from time to time during the Employment Term; (vii) Executive’s
unauthorized disclosure of Confidential Information (as defined below); or (viii) Executive’s
willful breach of any obligation under this Agreement or any other written agreement between
Executive and the Company.

(c) For purposes of this Agreement, “Good Reason” shall mean the
occurrence of any of the following, in each case during the Employment Term without
Executive’s written consent: (i) a material reduction in Executive’s Base Salary other than a
general reduction in Base Salary that affects all similarly situated executives in substantially the
same proportions; or (ii) any material breach by the Company of any material provision of this
Agreement.

(d) Executive cannot terminate his employment for Good Reason unless he
has provided written notice to the Company of the existence of the circumstances providing
grounds for termination for Good Reason within thirty (30) days of the initial existence of such
grounds and the Company has had at least thirty (30) days from the date on which such notice is
delivered to the Company to cure such circumstances.
4.2 Failure to Renew by Company; Termination Without Cause or for Good Reason.
The Employment Term and Executive’s employment hereunder will be terminated on the
Expiration Date if the Company provides notice of its intention not to extend the Employment
Term in accordance with Section 1 and the Employment Term may be terminated by Executive
for Good Reason or by the Company without Cause at any time prior to the Expiration Date. If
the Employment Term is terminated by Executive for Good Reason, by the Company without
Cause, or upon the Expiration Date if the Company provides notice of its intention not to extend
the Employment Term in accordance with Section 1, Executive shall be entitled to receive the
Accrued Amounts and, if the Executive complies with Section 5, Section 6, Section 7 and
Section 8 of this Agreement and he executes a severance agreement containing a release of
claims in favor of the Company, its Affiliates and their respective officers, directors, and
managers in a form provided by the Company (the “Release”) within sixty (60) days following
the Termination Date, Executive shall be entitled to receive a lump sum payment equal to six (6)
months of the Base Salary then being paid to Executive under this Agreement as of the
Termination Date.
4.3 Death or Disability.
(a) Executive’s employment hereunder shall terminate automatically upon
Executive’s death during the Employment Term, and the Company may terminate Executive’s
employment on account of Executive’s Disability.

54836-8424-2907.v2

(b) If Executive’s employment is terminated during the Employment Term on
account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries,
as the case may be) shall be entitled to receive the Accrued Amounts.

(c) Notwithstanding any other provision contained herein, all payments made
in connection with Executive’s Disability shall be provided in a manner which is consistent with
federal and state law.

(d) For purposes of this Agreement, “Disability” shall mean Executive is
entitled to receive long-term disability benefits under the Company’s long-term disability plan,
or if there is no such plan, Executive’s inability, due to physical or mental incapacity, to
substantially perform his duties and responsibilities under this Agreement for one hundred eighty
(180) days out of any three hundred sixty-five (365) day period or one hundred twenty (120)
consecutive days. Any question as to the existence of Executive’s Disability as to which
Executive and the Company cannot agree shall be determined in writing by a qualified
independent physician mutually acceptable to Executive and the Company. If Executive and the
Company cannot agree as to a qualified independent physician, each shall appoint such a
physician and those two physicians shall select a third who shall make such determination in
writing. The determination of Disability made in writing to the Company and Executive shall be
final and conclusive for all purposes of this Agreement.
4.4 Notice of Termination. Any termination of Executive’s employment hereunder by
the Company or by Executive during the Employment Term (other than termination pursuant to
Section 4.3 on account of Executive’s death) shall be communicated by written notice of
termination (“Notice of Termination”) to the other party hereto in accordance with Section 24.
The Notice of Termination shall specify: (a) the termination provision of this Agreement relied
upon; (b) to the extent applicable, the facts and circumstances claimed to provide a basis for
termination of Executive’s employment under the provision so indicated; and (c) the applicable
Termination Date.
4.5 Termination Date. Executive’s Termination Date shall be:
(a) If Executive’s employment hereunder terminates on account of

Executive’s death, the date of Executive’s death;

(b) If Executive’s employment hereunder is terminated on account of

Executive’s Disability, the date that it is determined that Executive has a Disability;

the date the Notice of Termination is delivered to Executive;

(d) If the Company terminates Executive’s employment hereunder without

Cause, the date specified in the Notice of Termination;

64836-8424-2907.v2

(e) If Executive terminates his employment hereunder with or without Good
Reason, the date specified in Executive’s Notice of Termination, which shall be no less than
thirty (30) days following the date on which the Notice of Termination is delivered; provided
that, the Company may waive all or any part of such notice period for no consideration by giving
written notice to Executive and, for all purposes of this Agreement, Executive’s Termination
Date shall be the date determined by the Company; and

(f) If Executive’s employment hereunder terminates on the Expiration Date,

the Expiration Date.
Notwithstanding anything contained herein, the Termination Date shall not occur until the date
on which Executive incurs a “separation from service” within the meaning of Section 409A of
the Internal Revenue Code of 1986, as amended (hereafter, “Section 409A”).
4.6 Resignation of All Other Positions. Upon termination of Executive’s employment
hereunder for any reason, Executive shall be deemed to have resigned from all positions that
Executive holds as an officer or member of the board of managers or directors (or a committee
thereof) of the Company or any of its Affiliates.

Cooperation. The parties agree that certain matters in which Executive will be involved
during the Employment Term may necessitate Executive’s cooperation in the future.
Accordingly, following the termination of Executive’s employment for any reason, to the extent
reasonably requested by the Company, Executive shall cooperate with the Company in
connection with matters arising out of Executive’s service to the Company; provided that, the
Company shall make reasonable efforts to minimize disruption of Executive’s other activities.
The Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by
Executive in fulfilling Executive’s obligations under this Section 5. If Executive’s cooperation
under this Section 5 requires more than periodic telephone assistance, the Company shall
compensate Executive on an hourly basis at the hourly rate the Executive received as of the
Termination Date.
Confidential Information. Executive understands and acknowledges that, during the
Employment Term, he will have access to and learn about Confidential Information, as defined
below.
6.1 Confidential Information Defined.
(a) Definition. For purposes of this Agreement, “Confidential Information”
includes, but is not limited to, all information not generally known to the public, in spoken,
printed, electronic or any other form or medium, relating directly or indirectly to the Company,
its Affiliates, or their respective businesses or any existing or prospective customer, supplier,
investor or other associated third party, or of any other person or entity that has entrusted
information to the Company or its Affiliates in confidence. Executive understands that
Confidential Information also includes other information that is marked or otherwise identified
as confidential or proprietary, or that would otherwise appear to a reasonable person to be

74836-8424-2907.v2
confidential or proprietary in the context and circumstances in which the information is known or
used. Executive understands and agrees that Confidential Information includes information
developed by him in the course of his employment by the Company as if the Company furnished
the same Confidential Information to Executive in the first instance. Confidential Information
shall not include information that is or becomes generally available to and known by the public
through no direct or indirect fault of Executive or person(s) acting at Executive’s direction.
(b) Company Creation and Use of Confidential Information. Executive
understands and acknowledges that the Company has invested, and continues to invest,
substantial time, money and specialized knowledge into developing its resources, creating a
customer base, generating customer and potential customer lists, training its employees, and
improving its offerings in the Company Business. For purposes of this Agreement, “Company
Business” means (i) purchase, development, ownership, and management of car washes, gas
stations, convenience stores, oil and lube service providers, and any other businesses ancillary to
such car washes, (ii) any other business the Company or its subsidiaries are engaged in on the
Termination Date, and (iii) any other business that the Company or any of its subsidiaries takes
material steps towards during the Employment Term. Executive understands and acknowledges
that as a result of these efforts, the Company (including its subsidiaries) has created, and
continues to use and create Confidential Information. This Confidential Information provides the
Company with a competitive advantage over others in the marketplace.

(c) Disclosure and Use Restrictions.
(i) Executive agrees and covenants: (A) to treat all Confidential
Information as strictly confidential; (B) not to directly or indirectly disclose, publish,
communicate or make available Confidential Information, or allow it to be disclosed, published,
communicated or made available, in whole or part, to any entity or person whatsoever (including
other employees of the Company and its subsidiaries) not having a need to know and authority to
know and use the Confidential Information in connection with the business of the Company and
is subsidiaries and, in any event, not to anyone outside of the direct employ of the Company
except as required in the performance of Executive’s authorized employment duties to the
Company or with the prior consent of the Manager in each instance (and then, such disclosure
shall be made only within the limits and to the extent of such duties or consent); and (C) not to
access or use any Confidential Information, and not to copy any documents, records, files, media
or other resources containing any Confidential Information, or remove any such documents,
records, files, media or other resources from the premises or control of the Company and its
subsidiaries, except as required in the performance of Executive’s authorized employment duties
to the Company or with the prior consent of the Manager in each instance (and then, such
disclosure shall be made only within the limits and to the extent of such duties or consent).
Nothing herein shall be construed to prevent disclosure of Confidential Information as may be
required by applicable law or regulation, or pursuant to the valid order of a court of competent
jurisdiction or an authorized government agency, provided that the disclosure does not exceed
the extent of disclosure required by such law, regulation or order. Executive shall promptly
provide written notice of any such order to the Manager.

84836-8424-2907.v2

(ii) Executive understands and acknowledges that his obligations
under this Agreement with regard to any particular Confidential Information shall commence
immediately upon Executive first having access to such Confidential Information (whether
before or after he begins employment by the Company) and shall continue during and after his
employment by the Company until such time as such Confidential Information has become
public knowledge other than as a result of Executive’s breach of this Agreement or breach by
those acting in concert with Executive or on Executive’s behalf.

Restrictive Covenants.
7.1 Acknowledgment. Executive understands that the nature of Executive’s position
gives him access to and knowledge of Confidential Information and places him in a position of
trust and confidence with the Company. Executive further understands and acknowledges that, to
ensure that the Company retains its value and goodwill, Executive must not use Confidential
Information, special knowledge of the Company Business, or the Company’s relationships with
its employees, customers, suppliers, vendors, service providers or other material business
partners, all of which Executive will gain access through Executive’s employment with the
Company, other than in furtherance of Executive’s legitimate job duties. Executive further
acknowledges that (a) the Company and its subsidiaries are currently engaged in the Company
Business, (b) the Company Business is highly competitive and the services to be performed by
Executive for the Company are unique and national in nature, (c) Executive will occupy a
position of trust and confidence with the Company and will acquire an intimate knowledge of
Confidential Information and the Company’s relationships with its employees, customers,
suppliers, vendors, service providers or other material business partners, (d) the covenants
contained in this Section 7 are essential to protect the Company, the Confidential Information,
and the goodwill of the Company and are being entered into in consideration for the various
rights being granted to Executive under this Agreement, (e) the Company and its subsidiaries
would be irreparably damaged if Executive were to disclose the Confidential Information or
provide services to any person or entity in violation of the provisions of this Agreement, (f) the
scope and duration of the covenants set forth in this Section 7 are reasonably designed to protect
a protectable interest of the Company and its subsidiaries and are not excessive in light of the
circumstances, and (g) Executive has the means to support himself and his dependents other than
by engaging in the activities prohibited by this Section 7.
7.2 Non-competition.
(a) Because of the Company’s legitimate business interest as described herein
and the good and valuable consideration offered to Executive, during the Employment Term and
for the twenty-four (24) month period thereafter, to run consecutively, beginning on the
Termination Date (the “Restricted Period”), Executive agrees and covenants not to engage in
Prohibited Activity within the United States. For purposes of this Section 7, “Prohibited
Activity” is activity in which Executive contributes his knowledge, directly or indirectly, in
whole or in part, as an employee, employer, owner, operator, manager, advisor, consultant,
agent, partner, director, stockholder, officer, volunteer, intern or any other similar capacity to an
entity engaged in the Company Business.

94836-8424-2907.v2

(b) Nothing herein shall prohibit Executive from purchasing or owning less
than five percent (5%) of the publicly traded securities of any corporation, provided that such
ownership represents a passive investment and that Executive is not a controlling person of, or a
member of a group that controls, such corporation.

(c) This Section 7 does not, in any way, restrict or impede Executive from
exercising protected rights to the extent that such rights cannot be waived by agreement or from
complying with any applicable law or regulation or a valid order of a court of competent
jurisdiction or an authorized government agency, provided that such compliance does not exceed
that required by the law, regulation or order. Executive shall promptly provide written notice of
any such order to the Manager.
7.3 Non-solicitation.
(a) During the Restricted Period, to run consecutively, beginning on the
Termination Date (regardless of the reason for termination), Executive shall not, directly or
indirectly, solicit, hire, recruit, attempt to hire or recruit, or induce the termination of
employment of any person who is or was employed by the Company or any of its Affiliates at
any time within six (6) months prior to the solicitation or hire.

(b) During the Restricted Period, to run consecutively, beginning on the
Termination Date (regardless of the reason for termination), Executive shall not (other than in
furtherance of Executive’s legitimate job duties on behalf of the Company), directly or
indirectly, (i) solicit any customer, supplier, vendor, service provider (other than consultants,
auditors, insurance brokers, and third party diligence providers), or other material business
partner of the Company or any of its subsidiaries with whom Executive interacted during the last
two (2) years of Executive’s employment in an effort to further a business relationship with the
Company or any of its subsidiaries, or (ii) otherwise interfere with the relationship between the
Company or its subsidiaries and any such customer, supplier, vendor, service provider, or other
material business partner of the Company or its subsidiaries. Notwithstanding the foregoing,
Executive shall not be prohibited from soliciting any person or entity for the purpose of selling
such person or entity products or services wholly unrelated to the Company Business so long as
Executive complies in all respects with this Section 7.

Non-disparagement.
8.1 Executive agrees and covenants that he will not at any time make, publish or
communicate to any person or entity or in any public forum any defamatory or disparaging
remarks, comments or statements concerning the Company, its Affiliates or their respective
businesses, or any of their employees, officers, and existing and prospective customers,
suppliers, investors and other associated third parties.
8.2 This Section 8 does not, in any way, restrict or impede the Executive from
exercising protected rights to the extent that such rights cannot be waived by agreement or from
complying with any applicable law or regulation or a valid order of a court of competent

104836-8424-2907.v2
jurisdiction or an authorized government agency, provided that such compliance does not exceed
that required by the law, regulation or order. Executive shall promptly provide written notice of
any such order to the Manager.

Acknowledgement. Executive acknowledges and agrees that the services to be rendered
by him to the Company are of a special and unique character; that Executive will obtain
knowledge and skill relevant to the Company’s industry, methods of doing business and
marketing strategies by virtue of Executive’s employment; and that the restrictive covenants and
other terms and conditions of this Agreement are reasonable and reasonably necessary to protect
the legitimate business interest of the Company and its subsidiaries. Executive further
acknowledges that the amount of his compensation reflects, in part, his obligations and the
Company’s rights under Section 6, Section 7 and Section 8 of this Agreement; that he has no
expectation of any additional compensation, royalties or other payment of any kind not otherwise
referenced herein in connection herewith; that he will not be subject to undue hardship by reason
of his full compliance with the terms and conditions of Section 6, Section 7 and Section 8 of this
Agreement or the Company’s enforcement thereof.
Remedies. In the event of a breach or threatened breach by Executive of Section 6,
Section 7 or Section 8 of this Agreement, Executive hereby consents and agrees that the
Company shall be entitled to seek, in addition to other available remedies, a temporary or
permanent injunction or other equitable relief against such breach or threatened breach from any
court of competent jurisdiction, without the necessity of showing any actual damages or that
money damages would not afford an adequate remedy, and without the necessity of posting any
bond or other security. The aforementioned equitable relief shall be in addition to, not in lieu of,
legal remedies, monetary damages or other available forms of relief.
Proprietary Rights.
11.1 Work Product. Executive acknowledges and agrees that all writings, works of
authorship, technology, inventions, discoveries, ideas and other work product of any nature
whatsoever, that are created, prepared, produced, authored, edited, amended, conceived or
reduced to practice by Executive individually or jointly with others during the period of his
employment by the Company and relating in any way to the business or contemplated business,
research or development of the Company or any of its subsidiaries (regardless of when or where
the Work Product is prepared or whose equipment or other resources is used in preparing the
same) and all printed, physical and electronic copies, all improvements, rights and claims related
to the foregoing, and other tangible embodiments thereof (collectively, “Work Product”), as
well as any and all rights in and to copyrights, trade secrets, trademarks (and related goodwill),
mask works, patents and other intellectual property rights therein arising in any jurisdiction
throughout the world and all related rights of priority under international conventions with
respect thereto, including all pending and future applications and registrations therefor, and
continuations, divisions, continuations-in-part, reissues, extensions and renewals thereof
(collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of the
Company.

114836-8424-2907.v2
11.2 Work Made for Hire; Assignment. Executive acknowledges that, by reason of
being employed by the Company at the relevant times, to the extent permitted by law, all of the
Work Product consisting of copyrightable subject matter is “work made for hire” as defined in
17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To the extent that the
foregoing does not apply, Executive hereby irrevocably assigns to the Company, for no
additional consideration, Executive’s entire right, title and interest in and to all Work Product
and Intellectual Property Rights therein, including the right to sue, counterclaim and recover for
all past, present and future infringement, misappropriation or dilution thereof, and all rights
corresponding thereto throughout the world. Nothing contained in this Agreement shall be
construed to reduce or limit the Company’s rights, title or interest in any Work Product or
Intellectual Property Rights so as to be less in any respect than that the Company would have had
in the absence of this Agreement.
11.3 Further Assurances; Power of Attorney. During and after his employment,
Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect and
transfer to the Company the Work Product as well as an Intellectual Property Right in the Work
Product in any jurisdiction in the world; and (b) maintain, protect and enforce the same,
including, without limitation, executing and delivering to the Company any and all applications,
oaths, declarations, affidavits, waivers, assignments and other documents and instruments as
shall be requested by the Company. Executive hereby irrevocably grants the Company power of
attorney to execute and deliver any such documents on Executive’s behalf in his name and to do
all other lawfully permitted acts to transfer the Work Product to the Company and further the
transfer, issuance, prosecution and maintenance of all Intellectual Property Rights therein, to the
full extent permitted by law, if Executive does not promptly cooperate with the Company’s
request (without limiting the rights the Company shall have in such circumstances by operation
of law). The power of attorney is coupled with an interest and shall not be affected by
Executive’s subsequent incapacity.
11.4 No License. Executive understands that this Agreement does not, and shall not be
construed to, grant Executive any license or right of any nature with respect to any Work Product
or Intellectual Property Rights or any Confidential Information, materials, software or other tools
made available to him by the Company.

Security and Access. Executive agrees and covenants (a) to comply with all Company
and its subsidiaries security policies and procedures as in force from time to time; (b) not to
access or use any facilities and information technology resources except as authorized by the
Company; and (c) not to access or use any facilities and information technology resources in any
manner after the termination of Executive’s employment by the Company, whether termination
is voluntary or involuntary. Executive agrees to notify the Company promptly in the event he
learns of any violation of the foregoing by others, or of any other misappropriation or
unauthorized access, use, reproduction or reverse engineering of, or tampering with any facilities
and information technology access resources or other Company (or subsidiary) property or
materials by others.

124836-8424-2907.v2

Exit Obligations. Upon (a) voluntary or involuntary termination of Executive’s
employment or (b) the Company’s request at any time during Executive’s employment,
Executive shall (i) provide or return to the Company any and all Company property and all
Company documents and materials belonging to the Company and stored in any fashion,
including but not limited to those that constitute or contain any Confidential Information or
Work Product, that are in the possession or control of Executive, whether they were provided to
Executive by the Company or any of its business associates or created by Executive in
connection with his employment by the Company; and (ii) delete or destroy all copies of any
such documents and materials not returned to the Company that remain in Executive’s
possession or control, including those stored on any non-Company devices, networks, storage
locations and media in Executive’s possession or control.
Governing Law. This Agreement, for all purposes, shall be construed in accordance with
the laws of the State of Maryland without regard to conflicts of law principles.
Entire Agreement. Unless specifically provided herein, this Agreement contains all of the
understandings and representations between Executive and the Company pertaining to the
subject matter hereof and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties, both written and oral, with respect to such subject matter. The
parties mutually agree that the Agreement can be specifically enforced in court and can be cited
as evidence in legal proceedings alleging breach of the Agreement.
Modification and Waiver. No provision of this Agreement may be amended or modified
unless such amendment or modification is agreed to in writing and signed by Executive and the
Company. No waiver by either of the parties of any breach by the other party hereto of any
condition or provision of this Agreement to be performed by the other party hereto shall be
deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or
subsequent time, nor shall the failure of or delay by either of the parties in exercising any right,
power or privilege hereunder operate as a waiver thereof to preclude any other or further exercise
thereof or the exercise of any other such right, power or privilege.
Severability. Should any provision of this Agreement be held by a court of competent
jurisdiction to be enforceable only if modified, or if any portion of this Agreement shall be held
as unenforceable and thus stricken, such holding shall not affect the validity of the remainder of
this Agreement, the balance of which shall continue to be binding upon the parties with any such
modification to become a part hereof and treated as though originally set forth in this Agreement.
The parties further agree that any such court is expressly authorized to modify any such
unenforceable provision of this Agreement in lieu of severing such unenforceable provision from
this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all
of the offending provision, adding additional language to this Agreement or by making such
other modifications as it deems warranted to carry out the intent and agreement of the parties as
embodied herein to the maximum extent permitted by law.

134836-8424-2907.v2

Captions. Captions and headings of the sections and paragraphs of this Agreement are
intended solely for convenience and no provision of this Agreement is to be construed by
reference to the caption or heading of any section or paragraph.
Counterparts. This Agreement may be executed in separate counterparts, and by PDF,
facsimile, or other electronic signature each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.
Tolling. Should a court of competent jurisdiction conclusively determine that Executive
violated any of the terms of the restrictive covenant obligations articulated herein, the obligation
at issue will run from the first date on which Executive ceases to be in violation of such
obligation.
Section 409A.
21.1 General Compliance. This Agreement is intended to comply with Section 409A or
an exemption thereunder and shall be construed and administered in accordance with Section
409A. Notwithstanding any other provision of this Agreement, payments provided under this
Agreement may only be made upon an event and in a manner that complies with Section 409A
or an applicable exemption. Any payments under this Agreement that may be excluded from
Section 409A either as separation pay due to an involuntary separation from service or as a short-
term deferral shall be excluded from Section 409A to the maximum extent possible. For
purposes of Section 409A, each installment payment provided under this Agreement shall be
treated as a separate payment. Any payments to be made under this Agreement upon a
termination of employment shall only be made upon a “separation from service” under Section
409A. Notwithstanding the foregoing, the Company makes no representations that the payments
and benefits provided under this Agreement comply with Section 409A and in no event shall the
Company be liable for all or any portion of any taxes, penalties, interest or other expenses that
may be incurred by Executive on account of non-compliance with Section 409A.
21.2 Reimbursements. To the extent required by Section 409A, each reimbursement or
in-kind benefit provided under this Agreement shall be provided in accordance with the
following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-
kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to Executive on or
before the last day of the calendar year following the calendar year in which the expense was
incurred; and

not be subject to liquidation or exchange for another benefit.

144836-8424-2907.v2

Notification to Subsequent Employer. When Executive’s employment with the Company
terminates, Executive agrees to notify any subsequent employer of the restrictive covenants
sections contained in this Agreement.
Successors and Assigns. This Agreement is personal to Executive and shall not be
assigned by Executive. Any purported assignment by Executive shall be null and void from the
initial date of the purported assignment. The Company may assign this Agreement to any
successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company. This Agreement shall inure to
the benefit of the Company and permitted successors and assigns.
Notice. Notices and all other communications provided for in this Agreement shall be in
writing and shall be delivered personally or sent by registered or certified mail, return receipt
requested, or by overnight carrier to the parties at the addresses set forth below (or such other
addresses as specified by the parties by like notice):
If to the Company:
Access Car Wash Holdings, LLC
c/o Access Holdings I GP L.P.
6 E. Eager Street
Baltimore, Maryland 21202
With a copy (which shall not be deemed notice) to each of:
Christopher R. Johnson
c/o Miles & Stockbridge P.C.
100 Light Street
Baltimore, Maryland 21202
If to Executive:
Christian Seem
[Address]
Withholding. The Company shall have the right to withhold from any amount payable
hereunder any Federal, state and local taxes in order for the Company to satisfy any withholding
tax obligation it may have under any applicable law or regulation.
Survival. Upon the expiration or other termination of this Agreement, the respective
rights and obligations of the parties hereto shall survive such expiration or other termination to
the extent necessary to carry out the intentions of the parties under this Agreement.
Acknowledgment of Full Understanding. EXECUTIVE ACKNOWLEDGES AND
AGREES THAT HE HAS FULLY READ, UNDERSTANDS AND VOLUNTARILY ENTERS

154836-8424-2907.v2
INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE
HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN
ATTORNEY OF HIS CHOICE BEFORE SIGNING THIS AGREEMENT.
[SIGNATURE PAGE FOLLOWS]

164836-8424-2907.v2

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