VALICOR ENVIRONMENTAL SERVICES, LLC

ADDITIONAL TERMS AND CONDITIONS OF CLIENT QUOTE

In addition to the terms and conditions set forth in each client quote (each, a “Quote”) issued by Valicor Environmental Services, LLC, an Ohio limited liability company (“Valicor”), to the counterparty set forth therein (the “Client”), the following additional terms and conditions shall apply with respect to all services performed by Valicor pursuant to such Quote:

Additional Price and Payment Terms.

Any applicable sales and/or other taxes with respect to services performed by Valicor shall be in addition to the prices set forth in each Quote, unless the Client can provide documentary evidence satisfactory to Valicor that such Client is exempt from such taxes.

The Client shall be solely responsible for all costs and expenses incurred by Valicor in connection with the collection of any overdue amounts owing pursuant to such Client’s Quote, including without limitation, Valicor’s reasonable legal expenses and reasonable attorneys’ fees.

Client Obligations.

The Client hereby agrees that, in connection with the services to be performed for the Client by Valicor pursuant to the applicable Quote(s), the Client shall:

Provide full and complete information regarding its requirements (if any) for the services requested, including, without limitation, with respect to the work site, surface and/or subsurface conditions, accessibility, utility locations, site boundaries and such other information as Valicor may request from time to time, in each case as applicable.

Communicate in writing to Valicor the existence of any special hazards or other risks (including, without limitation, the existence of any hazardous or toxic substances with respect to any waste materials to be provided to Valicor) that are known or should be known to the Client and which are or may be related to the performance of services by Valicor, which communication must be provided by the Client prior to the commencement of any services by Valicor.

Designate in writing a representative who shall be fully acquainted with the services to be performed by Valicor and who shall be authorized to approve changes in the Scope of Work set forth in the applicable Quote(s) and to furnish information required or requested by Valicor.

Be and remain solely and fully responsible and liable for any and all repairs to any private property, structures, roadways, fights-of-way and/or other property resulting from Valicor’s reasonable use thereof in connection with performance of services.

Client Representations.

In connection with the services to be performed for the Client by Valicor pursuant to the applicable Quote(s), the Client hereby represents and warrants to Valicor as follows:

The person executing the applicable Quote(s) on behalf of the Client has full power and authority to execute and deliver such Quote(s) and to authorize the Client to perform its obligations thereunder without any further ratification or approval.

The Client has all rights, real property rights and any and all permits and/or licenses necessary to fulfill its performance obligations under the applicable Quote(s).

The Client has all requisite legal right, title and interest necessary to provide control over and access to its premises and all other premises where services will be performed by Valicor.

Neither the execution and delivery of the applicable Quote(s) nor the consummation of the transactions contemplated therein violate or conflict with any obligation, contract, lease or license to which the Client is bound that could reasonably be expected to interfere with the transactions contemplated in the applicable Quote(s).

The description of the waste materials in the Waste Profile(s) attached to the applicable Quote(s) are accurate and complete in all respects, and all waste material to be provided to Valicor will conform thereto in all respects.

The Client is in compliance with all laws applicable to its business and operations.

Miscellaneous Provisions.

Governing Law; Jurisdiction. Each Quote shall be governed by and construed in accordance with the internal laws of the State of Ohio without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio. Valicor and the Client agrees and consents that the federal and state courts in Hamilton County, Ohio shall have exclusive jurisdiction over any actions arising out of the applicable Quote.

Entire Agreement. These terms and conditions, in addition to the terms and conditions set forth in the applicable Quote, constitute the entire understanding of Valicor and the Client with respect to the subject matter hereof and thereof to date, and supersedes all prior and contemporaneous written or oral understandings, agreements, representations and warranties with respect to such subject matter. Should Valicor and the Client mutually agree that a negotiated services agreement is required, such services agreement will expressly state the intention to supersede this these terms and conditions and the terms and conditions set forth in the applicable Quote.

Force Majeure. Any delay or failure of Valicor to perform its obligations under an applicable Quote (other than payment obligations, if applicable) will be excused if and to the extent it is caused by an event or occurrence beyond such party’s reasonable control and without its fault or negligence, including but not limited to acts of God, fires, floods, windstorms, explosions, riots, pandemics, natural disasters, wars, sabotage, court injunction or order; provided, however, that written notice of such delay (including the anticipated duration of the delay) will be given to the Client within thirty (30) days of the occurrence of such event.

Fuel Surcharges. The Fuel Surcharge Schedule available at: https://www.eia.gov/petroleum/gasdiesel/ is hereby incorporated by reference into each Quote.