THIS MASTER SERVICE AGREEMENT SETS FORTH THE GENERAL TERMS AND CONDITIONS UNDER WHICH FV MAY PROVIDE GOODS OR SERVICES TO, OR PURCHASE RECYCLABLE MATERIAL FROM, COUNTERPARTY PURSUANT TO ONE OR MORE WORK ORDERS INCORPORATED HEREIN BY REFERENCE.

FV Recycling, LLC ("FV") and the entity identified in the applicable Work Order ("Counterparty") are each a "Party" and collectively the "Parties." Depending on the transactions described in a Work Order, Counterparty may act as: (a) a supplier of recyclable material to FV ("Supplier"); (b) a purchaser or recipient of equipment or services from FV ("Customer"); or (c) both a Supplier and Customer. Provisions referring specifically to a Supplier or Customer apply only when Counterparty acts in that capacity.

FV agrees, as applicable, to provide the equipment and services and/or purchase the recyclable material described in each mutually agreed Work Order. Counterparty agrees, as applicable, to supply recyclable material, receive equipment or services, and make or receive payments in accordance with this Agreement and the applicable Work Order. Each Work Order is subject to the following terms and conditions:

1. Contract Term

This Agreement is entered into by and between FV and Counterparty as of the effective date stated in the applicable Work Order (the "Effective Date"). Unless otherwise established by a Work Order, the initial term of this Agreement (the "Initial Term") is five (5) years beginning on the Effective Date. Unless terminated as provided herein, this Agreement will automatically renew for successive terms equal to the Initial Term (each a "Renewal Term" and, together with the Initial Term, the "Contract Term") without further action. Either Party may terminate this Agreement at the end of the Initial Term or any Renewal Term by sending notice by U.S. Certified Mail, Return Receipt Requested, postage prepaid, properly addressed to the other Party, not fewer than sixty (60) days and not more than one hundred eighty (180) days before expiration of the Initial Term or then-current Renewal Term.

2. Payments

Customer will pay FV the applicable equipment rental, service, and other fees stated in each Work Order (collectively, the "Monthly Fee"), plus applicable taxes. Customer will pay each invoice within thirty (30) days after receipt (the "Payment Due Date"). FV may impose, and Customer agrees to pay, a late fee equal to five percent (5%) of any amount received after the applicable Payment Due Date. Unless otherwise stated in the Work Order, FV requires payment by electronic ACH debit. Customer irrevocably authorizes FV to initiate ACH credit and debit entries to the account designated in the applicable ACH Authorization Form to pay fees and other amounts due under this Agreement, and authorizes its depository institution to provide information reasonably required to process those entries. These authorizations will remain effective after termination until all Customer payment obligations have been satisfied. FV may rely on Customer's written instructions concerning changes to the designated account. If Customer changes the designated account, these authorizations will apply to the replacement account, and Customer will promptly provide the information required to process debits and credits.

If a Work Order requires FV to pay Supplier for accepted recyclable material, FV will calculate and pay the applicable Purchase Price, Rebate, or credit in accordance with that Work Order and Section 11. "Purchase Price" means consideration paid by FV for accepted recyclable material. "Rebate" means an additional payment or credit calculated as part of a recycling service or equipment program. The applicable Work Order will identify the payment type, pricing formula, weights, grades, quality requirements, deductions, and payment schedule. Unless the Work Order states otherwise, FV may offset amounts then due from Counterparty against amounts FV owes Counterparty under the same Work Order.

3. Entire Agreement and Amendments

This Agreement, together with each applicable Work Order and FV's then-current Terms and Conditions incorporated herein, constitutes the entire agreement between the Parties concerning the Equipment, Services, and recyclable material transactions. A Work Order is the primary means by which the Parties may supplement or vary the default terms of this Agreement. If a Work Order conflicts with this Agreement, this Agreement will control unless the Work Order expressly identifies the provision being modified and is signed by both Parties. Except for pricing, rebate, service, and Terms and Conditions adjustments expressly permitted under this Agreement, no provision may be changed, modified, terminated, discharged, or waived except in a writing signed by both Parties. This Agreement controls over conflicting terms contained in any Counterparty-issued purchase order, check, or other document.

4. Equipment

"Equipment" means all compaction, processing, storage, and related equipment described in a Work Order, together with all replacements and accessions. Subject to this Agreement, FV will own and provide the Equipment to Customer for the Contract Term at the location identified in the applicable Work Order (the "Customer Equipment Location"). Customer will provide a safe and secure Customer Equipment Location; furnish, at its sole expense, electric power of adequate and proper voltage and amperage, including automatic disconnects for low or improper voltage or amperage; and operate the Equipment in accordance with the manufacturer's instructions, the Occupational Safety and Health Act and its implementing regulations, and all other applicable laws. Customer is responsible for the care, custody, protection, operation, and control of the Equipment from installation until its return to FV. Unless otherwise stated in a Work Order, Customer acquires no ownership or other property interest in the Equipment and has only the right to use it in accordance with this Agreement and reasonable policies FV may establish from time to time. Customer will use the Equipment only to compact, process, store, or bale recyclable materials the Equipment is designed to handle, and those materials will be sold exclusively to FV as provided in this Agreement. Each bale must be securely wrapped with no fewer than five (5) tie wires of at least 14 gauge and must be free of wax, foreign material, and other contaminants. Customer may not alter, add to, repair, adjust, modify, or move the Equipment, even within the Customer Equipment Location, without FV's prior written consent. Customer may not remove or disable any guard or safety device or operate Equipment while a guard or safety device is removed or disabled.

5. Maintenance

FV will maintain the Equipment in good operating condition at FV's expense for one (1) year from the original installation date (the "Maintenance Period"). During the Maintenance Period, FV will make repairs and replacements necessary for normal operation, upon Customer's reasonable request or pursuant to FV's maintenance schedule. The Maintenance Period is tied to the original installation date and is not renewed, extended, or reset by an amendment, renewal, or restatement of this Agreement. FV's maintenance obligations do not cover repairs or replacements resulting from abuse, misuse, negligent operation, or negligent care by Customer or its agents or employees. FV's reasonable determination regarding the cause of damage will control, and Customer will pay all costs associated with damage outside FV's maintenance obligations. Unless otherwise stated in the applicable Work Order, this Section governs FV's maintenance obligations in their entirety.

6. Insurance

At its own expense, Customer will maintain throughout the Contract Term and for as long as the Equipment remains on Customer's premises or under Customer's control: (a) insurance against loss, theft, and damage to the Equipment; (b) special-form or all-risk coverage for rented, leased, or borrowed equipment in an amount equal to the Equipment's full replacement cost; (c) liability insurance for bodily injury, death, and property damage arising from the ownership, maintenance, use, or operation of the Equipment with limits of at least $1,000,000 per occurrence; and (d) workers' compensation coverage meeting applicable statutory requirements. Customer's policies must be issued by carriers and in forms reasonably satisfactory to FV and must provide thirty (30) days' written notice to FV before cancellation or material change, to the extent commercially available. Customer will provide certificates of insurance at least five (5) days before scheduled Equipment delivery and annually thereafter. If cancellation or lapse is threatened because of nonpayment, FV may pay the applicable premium on Customer's behalf and charge Customer for that amount. FV will be named as an additional insured on a primary and noncontributory basis to the extent of its interest.

During the Contract Term, FV will maintain at its own expense: (a) workers' compensation insurance meeting federal and state statutory requirements and employer's liability coverage of at least $1,000,000 per accident for bodily injury by accident and $1,000,000 per employee and in the aggregate for bodily injury by disease; (b) commercial general liability insurance of at least $1,000,000 per occurrence and $3,000,000 aggregate covering bodily injury, death, personal injury, property damage, premises and operations, independent contractors, products/completed operations, personal and advertising injury, and contractual liability assumed under this Agreement; and (c) commercial automobile liability insurance of at least $2,000,000 combined single limit covering all owned, hired, and non-owned vehicles used by FV. To the extent of the risks and liabilities assumed by FV under this Agreement, FV's policies will include Customer as an additional insured and provide a waiver of subrogation in Customer's favor. Upon request, FV will provide certificates evidencing the foregoing coverage. To the extent commercially available, FV's policies will provide at least thirty (30) days' prior written notice to Customer of cancellation, material modification, reduction in coverage, or nonrenewal. FV will remain responsible for liabilities resulting from the acts or omissions of its subcontractors.

7. Ownership Notice and Financing Statements

Customer irrevocably authorizes FV to take actions reasonably necessary to provide public notice of FV's title to and ownership interest in the Equipment, including filing Uniform Commercial Code financing statements. This Agreement and the Equipment may be subject to the rights, liens, and security interests of FV's secured lenders as reflected in financing statements filed with the Mississippi Secretary of State or another applicable filing office.

8. Liability and Indemnification

Customer will defend, indemnify, and hold FV harmless from claims, property loss or damage, bodily injury, or death resulting from Customer's use, operation, or possession of the Equipment, except to the extent caused by FV's negligence, willful misconduct, or material breach of this Agreement. In addition, to the extent a claim, demand, or action relating to this Agreement is brought by one Party against the other or by a third party, each Party, as applicable (the "Indemnifying Party"), will indemnify, defend, and hold harmless the other Party and its affiliates, directors, officers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from damages incurred in connection with: (a) death or personal injury resulting from the negligent or willful acts or omissions of the Indemnifying Party, its affiliates, employees, subcontractors, agents, or representatives; and (b) damage to or destruction of real or tangible personal property of an Indemnified Party or a third party resulting from such negligent or willful acts or omissions.

9. Taxes

Customer is responsible for and will pay all local, municipal, state, and federal taxes, license fees, and assessments imposed on the Equipment during the Contract Term and will indemnify and hold FV harmless from liability arising from those obligations.

10. Breach or Termination

If Counterparty fails to timely pay an amount due, fails to maintain the average monthly material volume stated in a Work Order, or otherwise breaches this Agreement or a Work Order, FV may terminate the affected Work Order or this Agreement. If FV has provided Equipment, Customer will make the Equipment immediately available for removal. As liquidated damages for Customer's breach of an Equipment Work Order, Customer will pay FV an amount equal to the Monthly Fee multiplied by the number of months remaining in the applicable Contract Term. Customer acknowledges that FV will have incurred Equipment acquisition, installation, refurbishment, and other costs and agrees that the liquidated damages are intended as a reasonable estimate of FV's damages and not as a penalty. Customer will also pay the costs of recovering the Equipment, preparing it for reletting or sale, collection, and enforcement, including reasonable attorneys' fees incurred by FV after Counterparty's breach.

11. Market, Rebate, and Service Adjustments

Commodity values, fuel prices, transportation costs, processing expenses, and end-market availability are subject to change. If these conditions materially affect the value of recovered material or FV's cost of providing service, FV may reasonably modify or temporarily suspend Purchase Prices or Rebates; establish or revise commodity market floors; apply or adjust fuel, freight, processing, contamination, light-load, or per-stop fees; or revise pickup and minimum-volume requirements.

FV will provide at least thirty (30) days' written notice before implementing a material pricing or rebate adjustment, except when conditions outside FV's reasonable control require more immediate action. Adjustments will apply prospectively and may be revised or discontinued as conditions change. Unless expressly guaranteed in a signed Work Order, commodity values, Purchase Prices, Rebates, fees, and service terms are not guaranteed for any specific period.

If a material pricing adjustment is not expressly calculated under a formula or adjustment mechanism contained in the applicable Work Order, Counterparty may terminate the affected Work Order without further penalty by providing written notice before the adjustment's effective date, unless that Work Order expressly states otherwise. Termination does not affect amounts accrued before termination, FV's right to recover its Equipment, or any equipment-related termination obligation expressly stated in the Work Order.

FV may suspend its purchase or collection of recyclable material upon seven (7) days' written notice because of a work stoppage, facility shutdown, loss of a commercially reasonable end market, transportation interruption, or other significant economic or operational condition. During such suspension, Supplier may sell or dispose of the affected material elsewhere until FV provides written notice that service will resume.

12. Equipment Use and Material Removal

Customer will use the Equipment only for its intended purpose. Supplier will sell to FV the recyclable material subject to exclusivity under Section 18, except during a temporary suspension permitted under Section 11. FV will arrange for removal of qualifying material from the Customer Equipment Location in accordance with the applicable Work Order and this Agreement.

13. Environmental

Counterparty will ensure that material baled, compacted, stored, tendered, or delivered under this Agreement does not include radioactive, volatile, flammable, explosive, toxic, hazardous, or other prohibited material. Use of the Equipment to transport, store, or process such material, or tendering such material to FV, is a material breach of this Agreement. "Hazardous Material" includes any amount of waste or material listed or characterized as hazardous by the United States Environmental Protection Agency, an applicable state environmental agency, or applicable law. Counterparty will defend, indemnify, protect, and hold FV harmless from damages, penalties, fines, and liabilities resulting from Counterparty's breach of this Section.

14. Governing Law; Venue; Severability

This Agreement will be governed by and construed in accordance with the laws of the State of Mississippi, without regard to conflict-of-law principles. Unless an applicable Work Order expressly provides otherwise, the Parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Forrest County, Mississippi, and waive objections based on venue or inconvenient forum. Any provision prohibited by law or held unenforceable by a court of competent jurisdiction will be unenforceable only to the extent of that prohibition or determination, and all remaining provisions will remain in full force and effect. When Counterparty acts as a Customer, it represents that the Equipment is rented solely for business purposes, and this Agreement will not be construed as a consumer contract.

15. Excused Performance

Neither Party will be liable for delay or failure to perform caused by circumstances beyond its reasonable control, including national or state emergencies, severe weather or natural disasters, fire, strikes, riots, governmental actions, transportation interruptions, utility failures, facility shutdowns, or acts of God. The affected Party will use commercially reasonable efforts to resume performance as conditions permit. Payment obligations accrued before the event are not excused.

16. Assignment and Subcontracting

Counterparty may not assign this Agreement or a Work Order without FV's prior written consent. FV may assign this Agreement or a Work Order without Counterparty's consent to an affiliate or to a successor in connection with a merger, reorganization, sale of substantially all applicable assets, or similar transaction, provided the assignee assumes FV's applicable obligations. Any other assignment by FV requires Counterparty's prior written consent, which will not be unreasonably withheld, conditioned, or delayed. FV may use subcontractors, carriers, processors, repair providers, and other service providers in the ordinary course of performing its obligations without Counterparty's prior consent. FV will remain responsible for the performance of its subcontractors to the same extent as if FV performed the applicable obligation directly and will require them to comply with provisions of this Agreement applicable to their work.

17. Credit Authorization

Counterparty authorizes the release to FV of information contained in Counterparty's credit file, including credit information, for purposes related to this Agreement. A copy or electronic version of this authorization has the same authority as the original.

18. Exclusivity and Pricing

During the Contract Term, Supplier will sell to FV the recyclable material streams expressly identified in the applicable Work Order and generated at the identified Customer Equipment Locations or processed through the identified Equipment, except during a suspension authorized under Section 11. Exclusivity applies only to the material streams, Equipment, and locations expressly identified in that Work Order. No affiliate, facility, equipment, or material stream not identified in the applicable Work Order is subject to exclusivity. Applicable Purchase Prices, Rebate calculations, and pricing formulas will be established in the Work Order and remain subject to the adjustments permitted under Section 11. Pickup service is subject to the minimum-volume, material-quality, access, and other service requirements contained in the applicable Work Order.

19. Right of Entry and Return of Equipment

Customer represents that the owner and any tenant of the real property where the Equipment will be placed have granted Customer sufficient authority to permit FV to enter the property to place, maintain, repair, service, retrieve, and remove the Equipment. Customer will defend, indemnify, and hold FV harmless from claims of trespass or lack of authority arising from FV's lawful entry for those purposes. For Equipment placed at a facility not owned by Customer, Customer will obtain a landlord waiver substantially in the form attached as Exhibit B.

20. Notices

Formal notices of breach, termination, nonrenewal, assignment, or indemnification under this Agreement must be in writing and delivered personally, by nationally recognized overnight courier, or by U.S. Certified Mail, Return Receipt Requested, to the addresses stated in the applicable Work Order, or to a replacement address designated by written notice. Such notices are effective upon delivery or documented refusal of delivery.

Operational communications and notices concerning pricing, Purchase Prices, Rebates, fees, service requirements, suspension, resumption, or updates to FV's Terms and Conditions may be delivered by email to Counterparty's designated representative, invoice notice, customer portal, written correspondence, or another electronic method customarily used by the Parties. Counterparty is responsible for keeping its contact information current.

21. Updates to Terms and Conditions

FV may periodically update its incorporated Terms and Conditions to reflect changes in markets, operating costs, services, business practices, or legal requirements. Updates may be communicated by email, invoice notice, customer portal, written correspondence, or publication at https://fvrecycling.com/equipment-service-agreement.

Non-material updates will become effective when posted or on the date stated in the notice. Material updates will apply prospectively upon at least thirty (30) days' notice. Counterparty's continued request for or acceptance of Services, provision of recyclable material, or performance under a Work Order after the effective date constitutes acceptance of the updated terms.

No online update will modify the Contract Term, Equipment ownership, indemnification obligations, termination rights, liquidated damages, or another material provision of a signed Work Order unless agreed to in writing by both Parties. Pricing, Purchase Price, Rebate, fee, and service adjustments are governed by Section 11.

22. Attorneys' Fees and Costs

Except for FV's right to recover collection, enforcement, and Equipment-recovery costs under Section 10 or as otherwise expressly stated in a Work Order, each Party will bear its own attorneys' fees, court costs, and other expenses arising from a dispute under this Agreement or a Work Order.