HEARTWELL RENEWABLES, LLC PURCHASE ORDER - GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (the “Terms and Conditions”) are attached or referred to and incorporated by reference into a purchase order (the “Purchase Order”). These Terms and Conditions and the Purchase Order together with all schedules, exhibits or attachments thereto are collectively referred to below as the “Agreement.”

1. AGREEMENT. Seller’s signature and delivery of the Purchase Order to the buyer named in the Purchase Order (the “Buyer”) or delivery of the Products pursuant to the same shall constitute Seller’s acceptance and execution of said Purchase Order for all purposes. “Seller” means the seller of Products named in the Purchase Order. “Products” means the goods, equipment, materials or products described in the Purchase Order. These Terms and Conditions and the Purchase Order to which they are attached or into which they are incorporated by reference constitute an offer to purchase the Products and/or incidental services described upon the terms and conditions set forth herein and therein and Seller may only accept such offer upon such terms and conditions. Unless agreed to in writing by Buyer in an amended Purchase Order proposed by Seller, any and all additional or different terms proposed or presented or sent by Seller in response to this Agreement shall be considered material alterations of Buyer’s offer and are hereby rejected and objected to by Buyer whether inserted by Seller into a previously executed Purchase Order or included or referred to in a shipping release, order acceptance letter or confirmation or other preprinted forms, or elsewhere, and no such terms shall in any event be considered part of this Agreement or applicable to sales of Products hereunder. Any references to a quote or proposal submitted or prepared by Seller by number or otherwise in the Purchase Order shall not incorporate any general terms and conditions attached to such quote or proposal or referred to therein and the same shall not be part of the Purchase Order or these Terms and Conditions.

2. TITLE, RISK OF LOSS. Unless otherwise expressly indicated in the Purchase Order, all Products are sold to Buyer DDP (Delivered Duty Paid per the Incoterms 2020 rules created and published by the International Chamber of Commerce) Buyer’s Facility at the location designated in the Purchase Order (“Buyer’s Facility”). Notwithstanding any agreement to pay freight, transportation charges, or to make payment or advances on account, or as may be otherwise stated in the Purchase Order, title and risk of loss or damage shall be on Seller until Products are delivered and unloaded at Buyer’s Facility.

3. DELIVERY, INSPECTION AND ACCEPTANCE. Unless otherwise specified, all deliveries shall be in accordance with this Agreement. If delivery dates set forth in the Purchase Order cannot be met, Seller shall promptly inform Buyer in writing of any anticipated or actual delay, the reasons for the delay and the actions being taken to overcome or to minimize the delay. If Buyer does not approve alternate delivery dates, Buyer shall have the right to cancel the Purchase Order without further liability, purchase elsewhere, and exercise its rights under Section 10 below as a result of Seller’s failure to meet the original delivery dates. Seller shall suitably pack, mark and ship in accordance with its normal procedure and the requirements of each common carrier or any written instructions from Buyer. Seller shall secure the lowest cost transportation available consistent with the service required unless otherwise instructed by Buyer. Delivery of any Products shall not be deemed to be complete until actually received and accepted by Buyer. Items delivered in error shall be returned to Seller at Seller’s sole expense. All Products shall be subject to inspection by Buyer upon delivery to Buyer’s Facility. Neither Buyer’s inspection nor failure to inspect Products or otherwise shall relieve Seller of any obligations under Section 4 or this Agreement, whether related to Products or services. Any Products properly rejected by Buyer shall be promptly repaired or replaced at Seller’s expense (including, without limitation, shipping costs incurred to complete such repair or replacement).

4. WARRANTIES. (a) With respect to all Products purchased by Buyer from Seller pursuant to the Purchase Order, Seller warrants to Buyer that: (i) the Products are in strict conformance with this Agreement, conform to the descriptions, drawings and/or specifications set forth or referenced in this Agreement, (ii) the Products are free from defects in design, workmanship and materials, (iii) the Products are new unless specified otherwise in the Purchase Order, (iv) the Products are fit for use for their ordinary intended purpose as well as any special purpose specified in this Agreement, (v) the sale or use of the Products for their ordinary intended purpose as well as any special purpose specified in this Agreement will not constitute infringement or contributory infringement of any patent, or infringement of any copyright or trademark, or violation of any trade secret, and (vi) Seller has good title to the Products sold to Buyer pursuant to this Agreement and the same are free of any liens, security interests or encumbrances. If the Products fail to conform to the foregoing warranties or are otherwise defective (excluding wear and tear from normal use) within twelve (12) months after start-up or first use thereof, Seller shall, at Buyer’s sole option, promptly repair or replace them at Seller’s expense.

(b) To the extent not prohibited by the manufacturer of the Products, Seller hereby authorizes Buyer, at Buyer’s expense, to assert for Seller’s account, all rights and powers of Seller under any manufacturer’s and/or contractor’s warranties with respect to the Products. Seller also warrants that it shall obtain and assign or otherwise provide to Buyer the benefits of warranties provided with the Products sold under this Agreement by manufacturers or suppliers.

5. TAXES. Charges specified in the Purchase Order, and any invoices sent by Seller shall, include all applicable federal, state and local taxes, duties and other governmental charges and fees imposed on the sale, use, production, transportation or handling of the Products or the performance of services under this Agreement. Taxes shall be stated separately on the Purchase Order and/or all invoices. Seller will not charge or collect sales and use taxes if Buyer and the sale of Products are exempt; provided that exempt Products shall be identified as exempt on the Purchase Order and Buyer shall provide Seller with an exemption certificate for the applicable jurisdiction. Seller shall be liable for all taxes applicable to income or profits received by Seller in relation to the Products.

6. PAYMENT. Payment is contingent upon receipt of Products at Buyer’s Facility. All undisputed invoices shall be due and payable thirty (30) days after the later to occur of (i) the date Buyer receives the invoice or (ii) receipt of shipped Products at Buyer’s Facility. Except as expressly provided for in the Purchase Order, the total price set forth in the Purchase Order for Products purchased thereunder shall be deemed to include all compensation due to Seller as a result of the sale including, without limitation, the cost of all Products, taxes, duties, imports fees, costs for shipping, expediting services, all labor with burdens, mark-ups, profit, travel and living costs. Buyer shall have the right to set off and apply any amounts owed by Buyer to Seller or Seller’s Affiliates against any amounts owed by Seller or Seller’s Affiliates to Buyer.

7. INDEMNITY.

(a) For purposes of this Agreement, references to (i) “Indemnitees” shall mean Buyer and its Affiliates and their respective directors, officers, employees, agents and contractors, (ii) “Seller Party” and “Seller Parties” shall mean Seller and/or its Affiliates and their respective directors, officers, employees, agents, representatives, contractors, subcontractors, licensees and Invitees, (iii) “Affiliates” shall mean any Person controlling, controlled by, or under common control with Buyer or Seller, as applicable, with “control” meaning the power to direct the management or policies of such entity, whether through the ownership of fifty percent (50%) or more of the voting securities or equity interests, by contract, or otherwise, and (iv) “Invitees” shall mean any Person whom Seller invites on or otherwise causes to be on the site.

(b) Seller agrees to protect, defend, indemnify and hold the Indemnitees harmless from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, fines, penalties, losses, costs and expenses including, without limitation, costs of defense and attorneys’ fees, filed or made against or by, or incurred or suffered by, any Seller Party, Indemnitee or any other Person (each a “Claim,” or collectively “Claims”) arising out of or resulting from any breach of this Agreement, any acts or omissions of Seller or a Seller Party related to this Agreement, including, without limitation, acts or omissions or Product defects resulting in any personal injury, death, or damage to property; provided, however, that Seller’s indemnification obligations under this Section 7(b) shall not extend to the proportionate amount of any such Claim caused by the negligence or willful misconduct of an Indemnitee.

(c) Seller, on behalf of itself and all Seller Parties, agrees to indemnify, defend and hold harmless all Indemnitees from and against any and all Claims based upon, in connection with, relating to or arising out of infringement of patents or the improper use of other proprietary or intellectual property rights by Seller or any of the Seller Parties resulting from or arising as a result of the sale of Products or related services to Buyer or Buyer’s use of Products purchased hereunder for their ordinary intended purpose or a special purpose specified in this Agreement; provided, however, that Seller’s indemnification obligations under this Section 7(c) shall not extend to the proportionate amount of any such Claim caused by the negligence or willful misconduct of an Indemnitee.

(d) Buyer shall notify Seller of any Claim that is subject to Seller’s indemnification obligations under this Section 7 after being made aware of the same. At Buyer’s sole discretion and option, exercisable at any time, Buyer may itself undertake the defense, litigation, settlement or satisfaction of any such Claim, reserving its right to seek indemnification against Seller until after the Claim is resolved, or Buyer may direct Seller to contest, defend, litigate, settle or satisfy any Claim made against Buyer, provided that Seller shall not settle any Claim without Buyer’s prior written consent.

(e) In the event that this provision is found to be in conflict with any applicable Law, then to the extent necessary to resolve such conflict and only to such extent, such provision is to be deemed amended so as to be in compliance with any such Law.

8. INSURANCE. Without limiting any warranty or indemnity contained elsewhere in this Agreement, Seller shall, as a separate obligation, carry, maintain and pay for insurance of the types and in the minimum amounts as follows, until all Products have been fully delivered and accepted, all services, if any, fully performed, and all warranty periods under this Agreement have expired:

(a) Commercial General Liability – which is no more restrictive than ISO Form CG0001 04/13 or any revision thereof, with minimum limits of liability of $1,000,000 per occurrence, $10,000,000 aggregate.

(b) Automobile Liability – for owned, non-owned and hired vehicles with minimum limits of liability of $1,000,000 per occurrence. Coverage must include owned, hired and non-owned vehicles.

(c) Worker’s Compensation – as required by the laws of the jurisdiction where services or work is being performed in connection with this Agreement. Such coverage shall include U.S. Longshore and Harbor Workers' Act coverage and Jones Act coverage, if applicable. Such insurance shall be written for the amounts required by Law and be endorsed to include voluntary compensation and all states coverage.

(d) Employer’s Liability, including occupational disease coverage – with limits of not less than (a) $1,000,000 per accident, (b) $1,000,000 per disease aggregate, and (c) $1,000,000 per disease each employee.

Seller agrees to provide Buyer at least thirty (30) days advance written notice of the cancellation of and/or any material modifications in the above listed coverage. Commercial General Liability, Auto Liability and Employer’s Liability limits may be satisfied with a combination of primary and excess/umbrella liability policy limits. Seller agrees that its liability insurance policies will be primary and without right of contribution from Buyer or its self-insurance or its insurance policies to the extent of Seller’s indemnity obligations under this Agreement. To the extent permitted by law, Seller shall, and shall cause its insurers to, waive all rights of recovery and subrogation against Buyer and its insurers and shall obtain any insurance endorsements that may be necessary for this waiver. All liability policies including any Umbrella/Excess Liability policies (except Workers’ Compensation and Professional Liability) will include Buyer, its subsidiaries, parent, affiliates, executive officers, directors and employees as additional insureds, and on Commercial General Liability, additional insured status shall be provided by ISO endorsements CG 20 10 and CG 20 37, or alternate endorsements providing equivalent coverage. Seller shall, to the extent reasonably possible, obtain the liability insurance required hereunder on an occurrence basis. If any insurance required herein is to be issued or renewed on a claims made basis, the retroactive date of such insurance shall be no later than the parties’ entry into the Purchase Order and shall provide that in the event of cancellation or non-renewal of the insurance, the discovery period for insurance claims (tail coverage) shall be for a period of not less than two years. Seller shall deliver Certificates of Insurance confirming the above listed minimum insurance requirements. Seller agrees that, upon Buyer’s reasonable request, Seller will provide certified copies of its required insurance policies as listed above, including any and all endorsements. The requirement of Seller to purchase and maintain insurance shall not, in any manner, limit or qualify the liabilities and obligations otherwise assumed by Seller under this Agreement. All amounts of claims, losses or damages resulting from deductible clauses or self-insured retentions shall be for the account of Seller.

9. COMPLIANCE WITH LAW.

1. General. This Agreement is subject to all Laws and any orders or regulations of any Governmental Authority having, or purporting to have, jurisdiction or control of any of the matters involved herein. Seller shall comply with all Laws applicable to performance under this Agreement, and upon request, shall furnish evidence satisfactory to Buyer of such compliance. Seller, if a subcontractor under U.S. Government contracts, hereby certifies and confirms that Seller is and shall remain in compliance with all Executive Orders applicable to performance under this Agreement. Seller agrees that will read, understand, and comply with any Buyer (a) Code of Business Conduct and Ethics, and/or (b) Anti-Corruption Policy, which is provided by Buyer to Seller including, without limitation, Buyer’s existing Code of Conduct attached below as Attachment A. Seller agrees that at the request and discretion of Buyer, Seller will certify compliance with Owner’s Supplier Code of Business Conduct and Ethics, and Anti-Corruption Policy by itself and all Contractor Personnel. As used in the Code of Conduct, the term “Contractor” shall refer to Seller.

2. Compliance with Economic Sanctions Laws. Without limiting in any manner the generality of Section 9(a) above, Seller shall comply with all Laws administered by the United States Department of the Treasury's Office of Foreign Assets Control (“OFAC”) or any other Governmental Authority imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”). Seller represents that neither Seller nor any of its Affiliates or, to its knowledge, any director, officer, or employee of Seller or any of its Affiliates is a Person who (i) is the target of any Economic Sanctions Laws (“Embargoed Target”) or (ii) is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other Governmental Authority (“Embargoed Countries”). Without limiting the generality of the foregoing, Seller shall not with respect to its relationship with Buyer (i) directly or indirectly export, re-export, transship or otherwise deliver goods, services or technology or any portion of goods, services or technology to an Embargoed Target or an Embargoed Country or (ii) broker, finance or otherwise facilitate any transaction in violations of Economic Sanctions Laws.

3. Forced Labor/Human Rights. Without limiting in any manner the generality of Section 9(a) above, Seller shall not, and shall ensure that its suppliers, business partners and other Seller Parties involved in the production, manufacture or performance of the Products and/or work associated therewith do not, use any form of forced labor including, without limitation, forced or indentured child labor or labor of North Korean citizens or nationals and does not engage in human trafficking or human rights violations or otherwise violate applicable Laws related to these human rights at any stage of the production, manufacturing process or performance of the Products or work associated therewith or any of its components (all such described forced labor, human trafficking, human rights violations or violations of applicable Laws collectively, “Forced Labor”). Upon Buyer’s request, Seller agrees to provide a certificate signed by Seller’s duly authorized representative, certifying that Forced Labor was not used at any stage of the production, manufacturing process or other performance of the Products or work associated therewith or any of its components. Upon Buyer's request, Seller shall also obtain such certificates from its suppliers, business partners and other Seller Parties as described above and provide a copy of such certificates to Buyer. All such certificates shall be in a form reasonably acceptable to Buyer. If Buyer determines that Seller is in violation of the terms of this Section, in addition to any other rights and remedies Buyer may have under this Agreement or at law or in equity, Buyer shall have the right to: (i) immediately cancel the affected purchases and terminate this Agreement without any liability or further obligation to Seller; or (ii) require Seller to implement corrective measures in accordance with a corrective action plan within the time set forth in the corrective action plan. Buyer shall have the right to suspend or cancel purchases or this Agreement while Seller implements corrective measures. If Seller does not implement corrective measures in accordance with the corrective action plan within the required time period, then Buyer may immediately cancel the affected purchases and terminate this Agreement without any liability or further obligation to Seller.

4. Compliance with US Anti-Boycott Laws. Without limiting in any manner the generality of Section 9(a) above, Seller shall: (i) comply with all United States anti-boycott Laws including, but not limited to, the US Export Administration Regulations (collectively, “Anti-boycott Laws”); (ii) not take any action that violates the Anti-boycott Laws; and (iii) not, in connection with or relating in any way to this Agreement and without limiting the generality of the foregoing: (A) refuse, or agree to refuse, to do business with Israel or any other nation or company subject to a boycott not endorsed by the United States; (B) discriminate against, or agree to discriminate against, any Person on the basis of race, religion, sex, national origin, or nationality; (C) furnish, or agree to furnish, information about the race, religion, sex, national origin, or nationality of another Person; (D) furnish, or agree to furnish, information about business relationships with or in Israel or any other nation or company subject to a boycott not endorsed by the United States; (E) implement letters of credit containing terms or conditions prohibited by the Anti-boycott Laws; or (F) otherwise comply with any boycott not endorsed by the United States or request based upon any such boycott.

5. Certain Definitions. The following words or phrases, where capitalized in this Agreement, shall have the following definitions:

(i) “Law” in the singular, and “Laws” in the plural, means any of the following to the extent applicable to this Agreement or the Products or work associated therewith: (A) any federal, state, local or foreign statute, law, rule, regulation, code, ordinance, judgment, decree, writ, order, concession, grant, franchise, license, agreement, directive, guideline, policy, requirement, or other governmental restriction or any binding interpretation or administration of any of the foregoing by any Government Authority whether now or hereafter in effect, or (B) any requirements or conditions on or with respect to the issuance, maintenance or renewal of any Government Authorization or applications therefor, whether now or hereafter in effect.

(ii) “Governmental Authority” means any federal, state, municipal or foreign government in any jurisdiction having authority over Seller, Buyer, the Products or work associated therewith, or any ministry, department, court, commission, board, agency, institution, or similar entity under the direct control thereof.

(iii) “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

10. DEFAULT; TERMINATION FOR CONVENIENCE.

1. Default. Upon a breach of this Agreement by a party, the non-defaulting party shall notify the defaulting party in writing of such breach. If the defaulting party does not cure such breach within fifteen (15) days after its receipt of such notice, such breach shall be deemed an “Event of Default” under this Agreement. Upon an Event of Default by a party, the non-defaulting party may (i) terminate this Agreement effective immediately and without any liability as a result of such termination upon giving written notice to the defaulting party, and/or (ii) may pursue and/or exercise any and all other rights and remedies available under applicable Law. The following events shall be deemed to be Events of Default under this Section: either party becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or an involuntary petition in bankruptcy is filed against such party which is not dismissed within sixty (60) days after the date such petition is filed, or suffers or permits the appointment of a receiver for its business, or its assets become subject to any proceeding under a bankruptcy or insolvency Law, domestic or foreign, or has liquidated its business. Any and all of a party’s rights and remedies provided for or referred to in this Agreement as a result of the other party’s breach or otherwise are cumulative and not exclusive, and the non-defaulting party shall be entitled to pursue one, some or all of such rights and/or remedies at its sole option. Without limiting the foregoing, in the event this Agreement is terminated due to an Event of Default by Seller, Buyer may offset and recoup from Seller all costs and expenses incurred by Buyer caused by such default.

2. Termination for Convenience. In addition to its rights under Section 10(a) above, Buyer may terminate this Agreement for convenience at any time by written notice to Seller. Upon receipt thereof, Seller shall, to the extent directed by Buyer, terminate the delivery of Products and any outstanding subcontracts provided for under this Agreement. Buyer shall have the right to take delivery of any portion of the Products in process for which Buyer shall make written request and pay Seller for any Products so requested and delivered in accordance with the terms of this Agreement. Other than payment for Products accepted, the only liability of Buyer for termination of this Agreement, in whole or in part, under this Section is reimbursement to Seller for all reasonable and verifiable costs incurred by Seller as a result of Buyer’s termination less the greater of either any amounts received by Seller on resale of the affected Products in process or the reasonable value of such Products in process. Such payment by Buyer shall in no event exceed the original price specified in the Purchase Order and shall be in full satisfaction of all claims that Seller may have against the Buyer under this Agreement in connection with Buyer’s termination of this Agreement. Seller waives all consequential damages as a result of Buyer’s termination of this Agreement.

11. INTELLETUAL PROPERTY; INCIDENTAL SERVICES.

1. Intellectual Property. Unless otherwise expressly stated in the Purchase Order, all works of expression and all copyrights in such works, and any other intellectual property created, developed, written or conceived by Seller as a result of any work performed in connection with the design or creation of the Products specifically for Buyer or the manufacture of the Products to Buyer’s specifications pursuant to this Agreement shall be the sole property of Buyer. Seller will (i) disclose, deliver and assign to Buyer all such patentable inventions, discoveries and improvements, trade secrets and all works subject to copyright, if any, (ii) execute all documents and patent applications and make all other arrangements necessary to further document such ownership and/or assignment, and (iii) take whatever other steps may be needed to give Buyer the full benefit of such rights. Seller specifically agrees that all copyrighted materials generated or developed as a result of any work performed by Seller in connection with the design or creation of the Products specifically for Buyer or the manufacture of the Products to Buyer’s specifications pursuant to the Purchase Order including but not limited to, computer programs and documentation, shall be considered works made for hire under the copyright Laws of the United States and that they shall, upon creation, be owned exclusively by Buyer. Notwithstanding the foregoing, any intellectual property of Seller in existence prior to the parties’ execution of the Purchase Order or developed by Seller wholly independent of any work performed pursuant to this or other Purchase Orders with Buyer shall be and remain Seller’s sole property; provided that to the extent any such preexisting intellectual property is imbedded in, a component of or delivered along with Products purchased by Buyer under this Agreement, Seller hereby grants Buyer a perpetual, royalty free license to use the same as needed for the use, installation, set-up, operation, maintenance or repair of such Products.

2. Incidental Services. In the event the Purchase Order describes any incidental services to be performed in connection with the sale and delivery of Products under this Agreement, the terms of this Agreement and specifically, this Section 11(b) shall apply to Seller’s performance of such services. For clarity, services contemplated as possibly being provided by Seller under this Agreement will not involve any physical work (e.g. wrench turning) in Buyer’s Facility, which would require a different form of agreement to be in place between the parties. Seller agrees that it: shall perform all services diligently, carefully, in conformance with this Agreement, and in a good and workmanlike manner, using the highest standard of care and skill generally exercised by other similar members of Seller’s profession performing similar work and services under similar circumstances, and in accordance with all terms, conditions and specifications set forth in the Purchase Order; shall furnish all trained and qualified labor and supervision, necessary therefor; shall perform all services in its own name and as an independent contractor, and not in the name of, or as agent for Buyer; and, shall be responsible for all services performed by its subcontractors. Seller shall perform the services promptly, diligently and in accordance with any schedule or deadline set forth in the Purchase Order. If at any time during the performance of the services, or following acceptance of the services by Buyer, Buyer discovers that the services do not conform to the terms and conditions of this Section 11(b), Seller shall, at no cost to Buyer, promptly perform or arrange for the performance of any remedial work required to make the services conform to such terms and conditions its cost and expense. Seller shall comply with, and shall cause its employees and contractors to comply with, all rules and regulations promulgated by Buyer with regard to Buyer’s Facility with respect to any access to and presence at Buyer’s Facility. Buyer may (but without obligation to do so) refuse access to Seller or its employees or contractors at any time if Buyer determines, in its sole discretion, that Seller has failed or may fail to follow the operating rules or that Seller or its employees or contractors presents or may present a safety risk to Buyer’s Facility or operations and/or its employees.

12. PROVISIONS REGARDING ANTI-CORRUPTION AND OTHER BUYER POLICIES.

1. Compliance with Anti-Bribery Laws. Without limiting Section 9(a) of the Agreement, Seller warrants and agrees that in connection with the sale or delivery of Products or performing any services in connection therewith, it and its employees, Subcontractors, agents or other third parties who provide or perform Products or services in connection with their sale and delivery hereunder or any part thereof on behalf of Seller (“Seller Personnel”) will, in connection with this Agreement, comply with all applicable anti-bribery laws, rules, codes, orders, regulations, decrees, conventions and/or government orders of any relevant jurisdiction (“Anti-Bribery Laws”), specifically including the Foreign Corrupt Practices Act of the United States of America (“FCPA”). If Seller is a Government Official or Government Entity, has close connection with a Government Official or Government Entity that may have oversight of Seller’s business or is owned or controlled by a Governmental Official or Government Entity, Seller agrees to perform its obligations under this Agreement solely in its personal or private capacity and shall not (a) use the authority, influence, or prestige of any Government Official to obtain, sell or deliver Products or perform services relating thereto, or (b) influence a Government Official concerning Buyer’s business. Seller shall ensure that all Seller Personnel comply with this Section and do so on the basis of a written contract which imposes on and secures from the Seller Personnel terms equivalent in effect to those terms set forth and referred to in this Section. Seller shall be responsible for the observance and performance by the Seller Personnel of the terms of this Section, and shall be directly liable to Buyer for any breach by any Seller Personnel of the terms hereof.

2. Notification Obligation. Seller shall immediately notify Buyer in writing if Seller or any of its Seller Personnel (i) employs any Government Official or a Close Family Member of any Government Official; or (ii) forms a personal, business, or other relationship or association with any Government Official or Close Family Member of any Government Official who may have responsibility for or oversight of any business activities of Seller.

3. Prohibition Against Gifts. Neither Seller nor any Seller Personnel shall make, directly or indirectly, in connection with this Master Services Agreement or any Seller Service Order or Purchase Order entered into pursuant to the terms hereof or in connection with any other business transaction related to Buyer, a payment or gift of, or an offer, promise, or authorization to give money or anything of value to any: (a)Government Official; or (b) other person or entity while knowing or having reason to believe that some portion or all of the payment or thing of value will be offered, given, or promised, directly or indirectly, to a Government Official or another person or entity for the purpose of: (i) influencing any act or decision of such Government Official or such person or entity in his, her, or its official capacity, including a decision to do or omit to do any act in violation of his, her, or its lawful duties or proper performance of functions; (ii) inducing such Government Official or such person or entity to use his, her, or its influence or position with any Government Entity or other person or entity to influence any act or decision; or (iii) in order to obtain or retain business for, direct business to, or secure an improper advantage for Buyer or Seller.

4. Certain Definitions. For purposes of this Agreement:

(i) “Close Family Member” means (A) the individual's spouse; (B) the individual's and the spouse's grandparents, parents, siblings, children, nieces, nephews, aunts, uncles, and first cousins; (C) the spouse of any persons listed in subcategory (B); and (D) any other person who shares the same household with the individual;

(ii) “Government Entity” means (A) any national, state, regional, or local government (including, in each case, any agency, department, or subdivision of such government), and any government agency or department; (B) any political party; (C) any entity or business that is owned or controlled by any of those bodies listed in subcategory (A) or (B); or (D) any international organization, such as the United Nations or the World Bank; and

(iii) “Government Official” means any foreign or domestic person who is: (A) an officer or employee of a government or a governmental department, agency or instrumentality; (B) a political party official, or candidate for political office; (C) an officer or employee of a government-owned or controlled entity or company; (D) a member of the military; (E) an officer or employee of a public international organization (such as the United Nations or the World Bank); or (F) any person acting in an official capacity for or on behalf of any of the foregoing. A person does not cease to be a government official by claiming to act in a private capacity or by the fact that he/she serves without compensation.

13. MISCELLANEOUS PROVISIONS.

(a) Entire Agreement. This Agreement (including the attachments and documents referenced herein or therein) constitutes the entire agreement and understanding between the parties hereto with respect to the Products purchased hereunder and supersedes all prior agreements, understandings, representations, or conditions between Seller and Buyer regarding the subject matter hereof, whether written, oral, or implied; provided, however, that this Agreement shall not supersede any existing contracts entered into prior to the date Seller accepts the Purchase Order pursuant to Section 1 above between Seller and Buyer relating to the purchase and sale of other products or services. This Agreement may be amended only by written instrument signed by both Seller and Buyer.

(b) Governing Law, Jurisdiction. The validity, interpretation, and performance of this Agreement, including any breach thereof, shall be governed by and construed under the Laws of the State of Nebraska, without regard to the conflicts or choice of Law principles thereof; provided, however, that the parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Unless otherwise required by applicable Laws, (a) the parties hereby consents to the personal jurisdiction of the state and federal courts located in Douglas County, Nebraska for any dispute involving this Agreement, and (b) any action arising out of this Agreement shall be commenced and maintained exclusively in the state or federal courts located in such county and the parties waive any objection to the forum on the grounds of venue, forum non-conveniens, or any similar ground. THE PARTIES HEREBY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

(c) Assignment. Neither this Agreement nor any claim against Buyer arising directly or indirectly out of or in connection with this Agreement shall be assigned by operation of Law, or otherwise by Seller without Buyer’s prior written consent. For purposes of this Agreement a change of control of Seller shall be deemed an assignment requiring written consent.

(d) Third Party Rights. Except for Indemnitees, nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either Seller or Buyer. Furthermore, this Agreement is not intended and shall not be construed to create any rights in any parties other than Seller, the Indemnitees and Buyer and no other Person shall assert any rights as a third party beneficiary hereunder.

(e) Non-Waiver. No waiver by either party of any breach by the other party of any of the covenants or conditions of this Agreement shall be construed as a waiver of any succeeding breach of the same or of any other covenant or condition hereof.

(f) Independent Contractors. The parties hereto are independent contractors. Nothing in this Agreement shall be deemed to constitute the parties hereto as partners or joint venturers with respect to the subject matter hereof, or any part thereof. Nothing in this Agreement shall be deemed to confer upon either party any property, lien or security interest in the facilities owned by the other party.

(g) Confidentiality. In consideration of this Agreement, and intending to be legally bound by this provision, except as provided below, each party agrees not to disclose to any other party or individual the substance or contents of this Agreement without mutual written permission. All information, drawings, documents and knowledge of Buyer’s operations, business, employees, processes or equipment acquired or handled by Seller in connection with this Agreement shall be considered to be confidential information, and shall not be disclosed without the prior written consent of Buyer. If either party must make any disclosure of this Agreement or, with respect to Seller, the above-described Buyer confidential information to employees, agents, contractors, distributors, attorneys or auditors whose knowledge may be necessary to perform or deliver under this Agreement (collectively, “Representatives”), any such Persons must acknowledge in writing their awareness of the duty of confidentiality and their agreement to be bound by its terms. Each party shall be responsible for any breach of this Section by any of its Representatives, which shall be considered a breach by such party. This provision shall survive the expiration or termination of this Agreement or any part thereof.

(h) Written Notice. All notices, claims, demands, and other communications of similar import to be given to a party pursuant to this Agreement shall be in writing, and shall be given by personal delivery, electronic mail (but only if the intended recipient confirms in writing receipt of such electronic mail), receipted overnight delivery service or by registered or certified mail, first class postage prepaid, return receipt requested, to the address(es) of the parties set forth in the Purchase Order. In the case of Buyer, a copy of any notice sent to Buyer pursuant to the preceding sentence shall be sent to Heartwell Renewables, LLC, Attn: General Counsel, 2929 Allen Parkway, Suite 4100, Houston, Texas 77019, E-mail: Morris.Collie@musketcorp.com. The specified addresses may be changed by giving written notice of such change to the other party. All notices or communications shall be deemed given when actually received or refused at the intended address.

(i) Cumulative Remedies. Buyer’s rights and remedies hereunder are in addition to, and not in lieu of, Buyer’s other rights and remedies.

(j) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document. In the event that any signature to this Agreement is delivered by facsimile transmission or by e-mail as an attached, scanned document, such signature shall create a valid and binding obligation of the party executing the same with the same force and effect as if such e-mailed or facsimile signature page were an original thereof.

14. REPRESENTATIONS AND WARRANTIES.

(a) By Seller: Seller represents and warrants to Buyer that: (i) Seller has the full right, power and authority to enter into this Agreement, to grant the rights granted herein, and to perform fully all of its obligations in this Agreement; (ii) if Seller is not an individual, the execution of this Agreement by its representative whose signature is set forth herein has been duly authorized by all necessary corporate action; (iii) Seller entering into this Agreement with Buyer does not and will not conflict with or result in any breach or default under any other agreement to which Seller is subject; and (iv) if Seller is not an individual, Seller is an entity duly organized, validly existing, and in good standing under the Laws of its state of organization, has corporate power to carry on its business as it is now being conducted, and is qualified to do business in every jurisdiction in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification or in which failure to so qualify would have a material adverse impact on it. No proceeding is pending, or to the knowledge of Seller, threatened, involving the Seller, in which it is alleged that the nature of its business makes qualification necessary in any additional jurisdiction.

(b) By Buyer: Buyer hereby represents and warrants to Seller that: (i) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (ii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action.

15. BOOKS AND RECORDS; AUDIT. During the term of this Agreement and for a period of three (3) years after expiration or termination hereof, Buyer reserves the right to audit Seller’s and/or its third party suppliers’ or contractors’ records for the purpose of determining compliance with the terms and conditions of this Agreement. Seller shall fully cooperate and exercise commercially reasonable efforts including, without limitation, exercising its contractual rights in order to allow Buyer to audit the records of Seller’s third party suppliers or contractors pursuant to the preceding sentence. Seller shall keep accurate books and records of the transaction in which Products are sold to Buyer and/or in which incidental services are provided including, without limitation, invoices, receipts, cost information, proof of insurance and any other supporting documentation deemed by Buyer as reasonably necessary to substantiate and readily disclose the basis for any charges or credits billed to Buyer by Seller or due from Buyer to Seller for any Products or services provided which are compensated on a time and materials, hourly and/or reimbursable basis, and payments made to or benefits conferred by Seller on third parties in the course of Seller's performance of services or work performed and/or provision and delivery of Products pursuant to this Agreement. Such records shall be maintained by the Seller and/or third party suppliers/contractors for a period of no less than three (3) years after expiration or termination of this Agreement. Seller shall make such books and records available for examination, audit, and reproduction by Buyer for purposes of determining compliance with the terms of this Agreement within ten (10) days after Buyer provides written notice to Seller unless otherwise agreed to by Buyer. Any examination or audit shall be performed by Buyer or on behalf of Buyer by an Affiliate of Buyer or a Certified Public Accountant selected by Buyer. If an audit discloses that Buyer overpaid or that Seller otherwise owes money to Buyer, any sums due plus interest at the rate of one percent (1%) per month accruing from the date previously paid by Buyer will be paid by Seller to Buyer within thirty (30) days after Seller’s receipt of notice thereof from Buyer. Any sums owed to Buyer that are not refunded timely by the Seller may be deducted from future payments to Seller.

16. NOTICE OF FEDERAL CONTRACTOR OR SUBCONTRACTOR STATUS. Company is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment and otherwise treat qualified individuals without discrimination based on their status as protected veteran or individual with a disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

END OF GENERAL TERMS AND CONDITIONS

Attachment A

Heartwell Renewables, LLC

Contractor Code of Conduct

The following Code of Conduct is the manner in which Heartwell Renewables, LLC (“Heartwell”) expects suppliers, vendors, contractors, consultants, agents, and other providers of goods and services and their respective employees, who do business with Heartwell to conduct themselves in the course of day-to-day business.

Responsibility and Accountability

Each Contractor and its employees are responsible for his or her own behavior. While performing your services or other duties you are responsible for ensuring that you conduct yourself in a manner that reflects positively on your company and Heartwell.

Every Contractor’s personal responsibilities include:

Complying with all applicable laws and regulations
Complying with all applicable Heartwell policies
Maintaining appropriate ethical behavior
Reporting any suspected misconduct, illegal activity, fraud, abuse of Heartwell assets or other violation of ethical standards

Conflicts of Interest

Heartwell is committed to conducting business in a legal and ethical manner. Inappropriate arrangements with customers, suppliers, government officials, or other third parties are strictly prohibited. An “inappropriate arrangement” generally refers to obtaining, or attempting to obtain, a personal benefit or business advantage through improper or illegal means. Additionally, without appropriate internal approval, Heartwell Contractors are prohibited from providing or offering gifts to Heartwell employees that could inappropriately influence Heartwell business decisions or gain an unfair advantage.

Anti-Harassment and Violence

By entering into a contract to or otherwise engaging in the provision of services or materials with Heartwell the Contractor agrees to be bound to and abide by Heartwell Anti-Harassment Policy, a copy of which is attached hereto as Appendix A.

Equal Opportunity Employment

Heartwell is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment and otherwise treat qualified individuals without discrimination based on their status as protected veteran or individual with a disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.

Where to Seek Guidance

When a Contractor has questions or concerns about business conduct, they can receive needed guidance from the following reporting channel:

Heartwell’s open door policy allows Contractors to reach appropriate levels of management to voice any areas of concern or to report non-compliance with laws, regulations, or applicable policies. The normal chain of notice would be for a Contractor to approach the assigned/designated contact for the project with questions or concerns. If the issue involves a conflict of interest, harassment, or similar ethics violation, or if the Contractor is uncomfortable in bringing the issue to the assigned/designated business contact, or if the Contractor prefers to remain anonymous in regard to such information, he or she may make a report through Love’s Travel Stops & Country Stores, Inc.’s Ethics Hotline, which is accessible by phone at 855-477-8735 or by going to https://secure.ethicspoint.com/domain/media/en/gui/44415/index.html.

Work Environment

Heartwell expects its Contractors to always be fair and honest in their business dealings including, without limitation, the following:

Safety

Heartwell is committed to providing a safe place to shop and work. All reasonable efforts must be made by Contractors to help provide and/or maintain a clean, safe environment. Contractors are responsible for complying with all applicable laws and regulations relating to the protection of their employees, as well as Heartwell employees and its customers.

Security

Contractor employees must wear an ID Badge at all times and ensure it is visible. Tail gating, or following a badged employee or Contractor through the door, is not permitted. If you forget or lose your badge, please visit the receptionist at building A or G.

Employee Appearance

The dress code for Contractor employees is a company provided uniform or appropriate business attire to convey professionalism. Contractor employees must be professionally dressed at all times.

Alcohol Use and Substance Abuse

Heartwell will not tolerate the use of alcohol or drugs by Contractor’s employees or Contractor’s employees being under the influence of alcohol or drugs during Contractor service calls or otherwise while providing any services to Heartwell. Possession of illegal drugs while on Heartwell property is strictly prohibited, and may result in Contractor termination and permanent disqualification from future work for Heartwell.

Compliance with All Laws

Heartwell believes in integrity and having honest, trusting relationships with its Contractors. Contractors must maintain awareness and understanding of the laws affecting their business activities and shall be responsible for compliance therewith.

APPENDIX A

ANTI-HARASSMENT POLICY

Heartwell Renewables, LLC (“Heartwell”) does not tolerate harassment, discrimination, abusive conduct, or violence in any form, including through electronic means or social media. All employees have the right to work in an environment free from harassment and discrimination regardless of race, sex, color, religious preference, national origin, age, gender, sexual orientation, gender identity, genetic information, physical or mental disability or any other basis protected by federal or state law. In addition, employees have the right to work in a safe and professional environment free from abusive conduct and violence.

Harassment

For these purposes the term harassment includes, but is not necessarily limited to: slurs, jokes, or other verbal, graphic, or physical conduct relating to an individual’s race, sex, color, religion, national origin, age, sexual orientation, gender identity, genetic information, or physical or mental disabilities.

Sexual Harassment

Sexual harassment specifically includes, but is not limited to unwanted sexual advances, requests for sexual favors, or visual, verbal or physical conduct of a harassing nature when:

Submission to such conduct is made a term or condition of employment; or
Submission to or rejection of such conduct is used as a basis for employment decisions affecting the individual; or
Such conduct has the purpose or effect of unreasonably interfering with an employee’s work performance or creating an intimidating, hostile or offensive working environment.

Sexual harassment is defined to include various forms of offensive behavior. Such behavior includes but is not limited to:

Offering employment benefits in exchange for sexual favors.
Making or threatening retaliation after a negative response to sexual advances.
Visual conduct: leering, making sexual gestures, displaying of sexually suggestive objects or pictures, cartoons or posters.
Verbal conduct: making or using derogatory comments, epithets, slurs, sexually explicit jokes, comments about an employee’s body or dress.
Verbal sexual advances or propositions.
Suggestive or obscene letters, notes or invitations.
Physical conduct: touching, assault, impeding or blocking movements.
Sexual harassment may occur through various methods including personal contact, in writing, over the telephone, through e-mail, texting through mobile devices and on the intranet or Internet.

Harassment of any kind, whether committed by supervisory, non-supervisory employees, or by non-employees (vendors, distributors, customers or other third parties), is strictly prohibited.

Members of management are prohibited from dating employees under their supervision.

Discrimination

Discrimination is the poor treatment of others based on an individual’s race, sex, color, religion, national origin, age, sexual orientation, gender identity, genetic information, or physical or mental disabilities.

Abusive Conduct

Abusive conduct means malicious behaviors that can include the repeated use of derogatory remarks, insults, and verbal or physical conduct that a reasonable person would consider threatening, intimidating or humiliating, as well as the deliberate sabotaging or undermining of a worker’s performance on the job. Abusive conduct is also known as bullying, and such conduct is strictly prohibited.

Workplace Violence

Heartwell prohibits and will not tolerate any form of workplace violence by an employee, supervisor or third party, including vendors, customers, and visitors both at the workplace and at employer-sponsored events.

Prohibited Conduct

For purposes of this policy, workplace violence includes:

Making threatening remarks (written or verbal).
Aggressive or hostile acts such as shouting, using profanity, throwing objects at another person, fighting or intentionally damaging a co-worker's property.
Bullying, intimidating or harassing another person (for example, making obscene phone calls or using threatening body language or gestures such as standing close to someone or shaking your fist at them).
Behavior that causes another person emotional distress or creates a reasonable fear of injury, such as stalking.
Assault.

This list is illustrative only and not exhaustive. No form of workplace violence will be tolerated.

Obligations of All Employees

It is an essential responsibility and job function of every employee to report any incidents of actual or perceived harassment, discrimination, abusive conduct or workplace violence. This includes harassment, discrimination, abusive conduct, or workplace violence directly involving the employee, or where the employee is only a witness. Treating each other with respect, professionalism and tolerance is imperative to promoting personal success, the success of other employees and the continued success of Heartwell.

Any employee who believes they have been subjected to unlawful harassment, discrimination, abusive conduct, or workplace violence, or believes that they have witnessed unlawful harassment, discrimination, abusive conduct, or workplace violence towards another person, should report the incident immediately to their supervisor, any manager or contact Human Resources. This complaint procedure is specifically designated so that employees have a mechanism that allows any employee to bypass a manager he/she believes is engaged in prohibited conduct under this policy.

Investigations

Heartwell takes all complaints of harassment and discrimination seriously and will promptly investigate any such complaints. Heartwell understands that these matters can be extremely sensitive, and to the extent possible, will keep all employee complaints and all communications, such as interviews and witness statements, in confidence.

Discipline

The appropriate corrective action will be taken to eliminate any harassment, discrimination, abusive conduct, or workplace violence up to and including counseling and/or termination of an offending employee. Heartwell will take the appropriate corrective action to eliminate any proven harassment by a non-employee up to and including the right to refuse service and admittance to Company premises.

Retaliation

Heartwell has a zero tolerance policy regarding retaliation against any employee who complains of harassment, discrimination, abusive conduct, or workplace violence or who provides information in connection with any such complaint. Any employee found to have retaliated against another person is subject to immediate discipline, up to and including termination.

False Claims

Workplace harassment, discrimination, abusive conduct, and violence are very serious matters. While all legitimate claims of sexual or other harassment or discrimination must be reported, such claims must never be fabricated, or lodged without the utmost sincerity. Any employee found to have intentionally falsified a claim, or who lodges a claim for malicious or improper reasons, is subject to immediate discipline, up to and including termination.

Knowledge of This Policy

It is important that Heartwell has a well-trained and educated workforce on the subject of harassment and discrimination. If at any time an employee is not sufficiently aware of what is acceptable behavior, does not understand this subject, or simply needs an additional copy of this policy, the employee can contact their supervisor or the Human Resources Department.

21816876.1

May 2026