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YELLOWBLUE LED, LLC MASTER AGREEMENT FOR VENDORS AND SUBCONTRACTORS

Authorized Vendor Terms and Code of Conduct (Applies to all vendors who conduct business with yellowblue LED)

At yellowblue LED, including its subsidiaries and affiliates (yellowblue), we are committed to operational excellence, ethical and responsible conduct, fair and respectful treatment of all individuals, and practices that promote safety, health and environmental protection. We expect the Vendors who do business with us to share these commitments, and we strongly encourage each Vendor to meet the following standards in all activities that relate to our company. We will evaluate Vendors’ compliance with these standards in determining whether to grant or continue preferred status. Vendors that do not comply with the foregoing \'Code of Conduct\' may be disqualified from preferred status and/or have their business relationship with yellowblue terminated.

Compensation. Vendor must comply with all applicable wage and hour laws and regulations – including those relating to minimum wages, overtime, and other elements of compensation – and will provide all legally mandated benefits.

Hours of Work. Vendor will maintain work hours in compliance with all applicable wage and hour laws and regulations. Vendor will not require employees to work more than any limits on regular and overtime hours allowed by any applicable local law.

Moral Turpitude. Vendor warrants that it has conducted and maintains appropriate background checks on Vendor’s employees and that Vendor does not employ convicted felons, sex offenders or persons convicted of crimes of moral turpitude on yellowblue projects. Vendor further warrants that Vendor will defend, indemnify and save harmless, yellowblue from any actions arising out activities by Vendor employees, Vendors or agents.

Forced / Prison Labor. Vendor will not use forced or involuntary labor, including prison labor, bonded labor, indentured labor, or any other type of labor associated with human trafficking or abuse.

Child Labor. Vendor will not use child labor. “Child” is any person who is either (i) younger than 16, or (ii) younger than the minimum age required for the employment under applicable law. Vendor will comply with all applicable laws and regulations regarding the employment of minors.

Coercion and Harassment. Vendor will treat each employee with dignity and respect, and will not engage in or permit corporal punishment, threats of violence, or other forms of harassment whether based on race, color, gender, sexual orientation, national origin, religion, disability, age, or any other legally protected characteristic

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Discrimination. Vendor will not discriminate in hiring practices or any other condition of work on the basis of race, sex, sexual orientation, color, age, gender, national origin, physical or mental disability, religion, status as a disabled veteran, or other legally protected characteristics.

Workplace Safety and Emergency Planning. Vendor will provide a safe and healthful workplace for employees by endeavoring to meet or exceed international safety standards. Vendor must have procedures in place for handling emergencies such as fire, spills, and natural disasters. yellowblue makes no representation with respect to the physical conditions or safety of any Project Site. The Vendor shall, at its own expense, preserve and protect from injury its employees engaged in the performance of the Work and all property and persons which may be affected by its operations in performing the Work. The prevention of accidents to workers engaged in the Work and others affected by the Work is the responsibility of the Vendor and Vendor shall comply with all federal, state, labor and local laws, regulations and codes concerning safety as shall be applicable to the Work and to the safety standards established by yellowblue during the progress of the Work. Vendor shall indemnify, defend and hold harmless yellowblue, Owner and their respective officers, directors, agents and employees from any costs, expenses or liability (including attorneys’ fees, fines or penalties) arising out of the Vendor’s failure to comply with the aforesaid laws, regulations and codes.

Environmental Protection. Vendor will comply fully with all applicable environmental laws, and seek ways to conserve natural resources and energy, reduce waste and the use of hazardous substances, and minimize any adverse effects on the environment.

Compliance With Applicable Laws. Vendor will comply with all laws and regulations applicable to their business, as well as the standards of its industry, including those pertaining to the manufacture, pricing, sale, distribution, labeling, import, and export of merchandise. Without limiting this requirement, Vendor will not: (A) violate, misappropriate or infringe upon the intellectual property rights of yellowblue or any third party; or (B) engage in any activities that would violate any applicable laws and regulations relating to (1) bribery or illegal payments, (2) laws against unfair competition, (3) unfair and deceptive trade practices, (4) the environment, (5) health and safety, (6) international trade, including exports and imports, (7) data privacy, (8) money laundering, (9) employment, (10) contracting with governmental entities, or (11) medical devices, if applicable.

Commercial Bribery. Vendor will not in any way bribe any officer, director, manager, employee, representative or agent of yellowblue or any other entity, including without limitation, by offering or giving kickbacks or by offering or giving gifts of more than nominal value.

Accounting Records. Vendor’s accounting records must (i) be kept and presented according to the laws of each applicable jurisdiction, (ii) in reasonable detail, accurately and fairly reflect transactions, assets, liabilities, revenues and expenses, and (iii) not contain any false or misleading entries.

Conflicts of Interest. Vendor must immediately report to yellowblue any \"conflict of interest\" of which they become aware. A “conflict of interest” is any circumstance, transaction or relationship directly or indirectly involving the Vendor in which the private interest of any employee of yellowblue improperly interferes, or even appears to improperly interfere, with the interests of yellowblue.

Subcontracting. In addition to any restrictions on the use of Vendors that are otherwise agreed to between the Vendor and yellowblue or the applicable subsidiary, Vendor will not use any Vendor in connection with yellowblue unless the Vendor has received a copy and reasonably complies with this Code of Conduct in connection with any activities performed for yellowblue.

Monitoring and Compliance. Vendor understands that yellowblue or our designated agents (including third parties) may engage in monitoring activities to assess compliance with this Code of Conduct including on-site inspection of facilities and review of books and records. Neither yellowblue nor any of its authorized agents assumes any duty to monitor or ensure compliance with this Code of Conduct. The Vendor understands that Vendor is solely responsible for full compliance with this Code of Conduct by its officers, directors, managers, employees, representatives and agents.

Management System and Communication. Vendor must establish and maintain processes that are reasonably designed to ensure compliance with, mitigate the risks identified in, and facilitate continuous improvement with respect to, this Code of Conduct. Vendor must ensure that this Code of Conduct is adequately communicated to all employees. Vendor should immediately notify yellowblue at +1 (515) 494-4700 upon learning of any known or suspected improper behavior by Vendor or by employees of yellowblue.

TERMS AND CONDITIONS

WHEREAS, yellowblue contemplates that from time to time it will enter into prime construction contracts with various clients (“Owner”) for the performance of certain construction services with respect to certain projects (each “Project”); and

WHEREAS, yellowblue desires to enter into an Agreement with Subcontractor whereby yellowblue, at its discretion may from time to time contract with Vendor, and Vendor desires to perform said work at the prices and upon the terms and conditions hereinafter defined.

All Purchase Orders issued by yellowblue or any of its subsidiaries or affiliates, will be subject to the terms and conditions herein. No terms or conditions in any acceptance, confirmation, acknowledgment or invoice from the Vendor, inconsistent with this Purchase Order (“P.O.”) shall apply unless approved in writing by yellowblue. Shipment or performance pursuant to this P.O. shall constitute acceptance of the terms and conditions set forth herein and creates a contract that shall be governed in accordance with the provisions of the Uniform Commercial Code and the laws of the State of Iowa. These terms and conditions will be applicable to the current and any subsequent Purchase Orders entered into between yellowblue and Vendor. Vendor will be subject to and agrees to comply with yellowblue\'s Code of Conduct in connection with the processing and completion of every P.O.

Scope of this Agreement. yellowblue and Vendor agree that this Agreement is a non-exclusive Master Agreement and that the yellowblue may from time to time authorize the Vendor to perform certain construction services (“Work”) for yellowblue pursuant to this Master Agreement upon the execution by yellowblue and Vendor of a Purchase Order, Work Order or other direction.

Vendor’s Performance. Vendor shall perform all Work and shall furnish all supervision, labor, materials, plant, hoisting, scaffolding, tools, equipment, supplies and all other things necessary for the construction and completion of the Work described in each individual Work Order, or other direction, including work incidental thereto and reasonably inferable therefrom, in strict accordance and full compliance with the terms of this Master Agreement, and to the satisfaction of yellowblue and the Owner.

Warranties. Vendor warrants that for a period of one (1) year after distribution by yellowblue: (i) all products covered by this P.O. will be of good quality and workmanship, free from defects, and fit and sufficient for the intended purpose for which required; (ii) all materials supplied under this P.O. will conform to the description, quality and performance furnished or specified by yellowblue, or if not furnished or specified, to standard commercial specifications; (iii) no materials or products provided under this P.O. are banned, misbranded or mislabeled and all goods are produced in conformity with all applicable federal, state and local statutes, rules and regulations; (iv) all services and labor performed shall be of good quality and fit and sufficient for the intended purpose for which required. The warranties in this section shall survive delivery of goods or completion of services and shall not be waived by acceptance of products or payment. Such warranties shall cover all losses, including costs and expenses (including reasonable attorney’s fees) to which yellowblue will be exposed by any defects of Vendor’s material or performance. These warranties will extend and be passed through to yellowblue’s customers and subsequent end users of such products. All shipping and freight costs in connection with the return of non-conforming or defective products to the Vendor shall be borne by the Vendor. Such warranties include replacement product, freight on returned or replacement product, and any potential sorting or product repair that may be required at Vendor’s location or at a yellowblue location.

Corrective Action. Vendor will immediately notify yellowblue in writing of any potential or actual stop sale, product recall or corrective action on a product distributed by yellowblue. Vendor will reimburse yellowblue for all direct costs incurred by yellowblue (excluding lost profits and/or lost business opportunities), expenses of notifying end users and reasonable costs of processing a recall through yellowblue’s system (including labor and materials for the repair and replacement of products, freight and handling charges, customer service, administration, etc). Upon completion of the corrective action, yellowblue will notify Vendor of such costs or expenses and Vendor will submit reimbursement to yellowblue within thirty days after notification. yellowblue will be entitled to all remedies available under applicable law, including without limitation immediate termination of any Purchase Order, repair or replacement of the product, at yellowblue’s discretion, with all costs charged back to the Vendor and exercise of set-off rights concerning any indebtedness owed to yellowblue by Vendor.

Indemnification and Vendor’s Liability. Vendor hereby assumes the entire responsibility and liability for all Work, supervision, labor and materials provided under any Work Order, or other direction, subsequent to this Agreement, whether or not erected in place, and for all plant, scaffolding, tools, equipment, supplies and other things provided by Vendor until final acceptance of the entirety of the Work by Owner. In the event of any loss, damage or destruction thereof from any cause, Vendor shall be liable therefore, and shall repair, rebuild and make good said loss, damage or destruction at Vendor’s cost, subject only to the extent that any net proceeds are payable under any builder’s risk property insurance that may be maintained by Owner or yellowblue, if any.

Vendor shall be liable to yellowblue for all costs yellowblue incurs as a result of any failure of Vendor, or any of its suppliers or Vendors of any tier, to perform.

To the fullest extent permitted by law, the Vendor shall indemnify, defend, and hold harmless yellowblue, Owner and their respective officers, directors, employees and agents (“Indemnified Parties”) from and against all claims, damages, demands, losses, expenses, fines, causes of action, suits or other liabilities, (including all costs, reasonable attorneys’ fees, consequential damages, and punitive damages), arising out of or resulting from, or alleged to arise out of or arise from, the performance of Vendor’s Work subsequent to the execution of this Agreement, and any Work Order, whether such claim, damage, demand, loss or expense is attributable to bodily injury, personal injury, sickness, disease or death, or to injury to or destruction of tangible property, including the loss of use resulting therefrom; but only to the extent attributable to the negligence of the Vendor or any entity for which it is legally responsible or vicariously liable and; regardless whether the claim is presented by an employee of Vendor. Such indemnity obligation shall not be in derogation or limitation of any other obligation or liability of the Vendor or the rights of yellowblue contained in this Agreement or otherwise. This indemnification shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Vendor under any workers’ compensation acts, disability benefits acts or other employee benefits acts, and includes any loss or injury suffered by an employee of the Vendor. This indemnification shall be in addition to any indemnity liability imposed by the Contract Documents, and shall survive the completion of the Work or the termination of this Agreement. Vendor’s assumption of liability is independent from, and not limited in any manner by, the Vendor’s insurance coverage obtained or otherwise.

Product Liability Indemnity. Vendor agrees to defend, indemnify, assume any liability, save and hold harmless yellowblue, its agents, subsidiaries, employees, customers, insurers, successors and assigns, from and against any claims, demands, suits, liabilities, penalties, losses, damages, or charges, settlements, judgments, costs and expenses (including attorney’s fees incurred), by any third party arising out of or based on any alleged non-conformity, defect or failure of any product, service or labor covered by this P.O. or arising out of any actual or alleged violation by such products, service or labor of any statute, ordinance, rule or regulation. This indemnity includes without limitation any product safety or quality control recall, corrective action or product retrofit, and any action or proceeding arising out of any of the above occurrences.

Infringement. Vendor warrants that all products, services and labor covered by this P.O. shall be delivered free of any claims of infringement and Vendor agrees to defend, indemnify, and save yellowblue harmless from any and all third party claims of liability, loss, damage and expense arising from any infringement or alleged infringement on any patent, trademark, copyright, trade secret, or other right, by reason of the purchase, use or resale by yellowblue of any or all of the products covered by this P.O.

Encumbrance. Vendor warrants that all products and services covered by this P.O. shall be delivered free of any third party claims of encumbrance or payment and Vendor agrees to grant lien waivers to yellowblue for all products and services covered by this P.O. Vendor further agrees to defend, indemnify and release yellowblue and its customers and clients, from any third party claim of encumbrance or payment for products and services covered by this P.O.

Insurance. Prior to commencing the Work, Vendor shall procure, and thereafter maintain, at its own expense, until final acceptance of the Work, or later, as required by the terms of this Agreement or any individual Work Order, insurance coverage required by the Contract Documents and this Agreement, whichever are greater. At a minimum, and subject to modification in individual Work Orders, the types of insurance and minimum policy limits specified shall be maintained in a form and from insurers acceptable to yellowblue as set forth below. All insurers shall have at least an A- (excellent) rating by A.M. Best and be qualified to do business in the state where the project is located.

This insurance shall provide a defense and indemnify yellowblue, but only with respect to liability for bodily injury, property damage and personal and advertising injury caused in whole or in part by the Vendor’s acts or omissions or the acts or omissions of those acting on the Vendor’s behalf.

Proof of this insurance shall be provided to yellowblue before the Work commences, as set forth below. To the extent that the Vendor subcontracts with any other entity or individual to perform all or part of the Vendor’s Work, the Vendor shall require the other Sub-Vendors to furnish evidence of equivalent insurance coverage, in all respects, terms and conditions as set forth herein, prior to the commencement of work by the Sub-Vendor. In no event shall the failure to provide this proof, prior to the commencement of the Work, be deemed a waiver by yellowblue of Vendor’s or the Sub-Vendor’s insurance obligations set forth herein.

In the event that the insurance company(ies) issuing the policy(ies) required by this exhibit deny coverage to yellowblue, the Vendor or the Sub-Vendor will, upon demand by yellowblue, defend and indemnify yellowblue at the Vendor’s or Sub-Vendor’s expense.

Minimum Policy Limits

Commercial General Liability Insurance $1,000,000 Each Occurrence Limit (Bodily Injury and Property Damage) $2,000,000 General Aggregate per Project $2,000,000 Products & Completed Operations Aggregate $1,000,000 Personal and Advertising Injury Limit Business or Commercial Automobile Liability Insurance $1,000,000 combined single limit per accident Workers’ Compensation and Employers’ Liability Insurance $1,000,000 Each Accident $1,000,000 Each Employee for Injury by Disease $1,000,000 Aggregate for Injury by Disease Excess or Umbrella Liability $5,000,000 occurrence/aggregate

All certificates should be remitted to the attention of Vendor Compliance. Please email certificates to accounting@myyellowblue.com or by mail to Yellowblue, 2310 SE Delaware Avenue, Suite G-117, Ankeny, Iowa 50021.

yellowblue and Owner, along with their respective officers, agents and employees, shall be named as additional insureds for Ongoing Operations and Products/Completed Operations on the Vendor’s and any Sub-Vendor’s Commercial General Liability Policy, which must be primary and noncontributory with respect to the additional insureds. The Vendor shall continue to carry Completed Operations Liability Insurance for at least three (3) years after either ninety (90) days following Substantial Completion of the Work or final payment to the Yellowblue on any individual Project, whichever is later, unless otherwise waived in writing. It is expressly understood by the parties to this Agreement that it is the intent of the Parties that any insurance obtained by yellowblue is deemed excess, non-contributory and not co-primary in relation to the coverage(s) procured by the Vendor, the Sub-Vendor or any of their respective consultants, officers, agents, Vendors, employees or anyone directly or indirectly employed by any of them, or by anyone for whose acts any of the aforementioned may be liable by operation of statute, government regulation or applicable case law.

To the fullest extent permitted by applicable state law, a Waiver of Subrogation Clause shall be added to the General Liability, Automobile and Workers’ Compensation policies in favor of yellowblue and Owner, and this clause shall apply to yellowblue’s and Owner’s officers, agents and employees, with respect to all Projects during the policy term.

Prior to commencement of Work on any individual Project, Vendor shall submit a Certificate of Insurance in favor of yellowblue and an Additional Insured Endorsement (in a form acceptable to yellowblue) as required hereunder. The Certificate shall provide for thirty (30) days’ notice to yellowblue or cancellation or any change in coverage. To the extent that the Vendor has added yellowblue as an additional insured on a blanket basis (in a form acceptable to yellowblue), the Vendor shall submit a Certificate of Insurance in favor of yellowblue on an annual basis. Copies of insurance policies shall promptly be made available to yellowblue upon request.

Product Returns. yellowblue reserves the right to return over-stock products to Vendor for credit against open invoices without penalty or restocking fees. yellowblue will reasonably attempt to consolidate over-stocked new products, advise you of the amount of the returns, and coordinate shipments to the Vendor. yellowblue will pay the freight to return over-stocked products. Vendor will promptly accept and handle all return requests (in reasonably new, re-saleable condition) and credit open yellowblue accounts within thirty (30) days of your receipt of returned products.

Product Information and Data. Vendor grants to yellowblue for business purposes the perpetual, nonexclusive, irrevocable, worldwide, royalty free right to use Vendor’s Product Information and Data. Vendor’s Product Information and Data shall include but not limited to item description, manufacture’s model number, cross-reference data, UL and CSA information, NAFTA data, tariff number preference criteria, regulatory data, shipping data, product dimensions and weight, cost and list price data, forecast data, technical specifications, catalog data and product images for yellowblue’s business purposes, including but not limited to, the right to reproduce (manipulate, reconfigure), copy, publish, sell, transfer (license and sublicense) to any third party or distribute by any other method. Vendor certifies that the Labeling and Origin Criteria for products (or parts thereof) imported into the United States and distributed to yellowblue is accurate as provided and Vendor will promptly notify yellowblue of any changes. Vendor, as necessary or upon request, will provide relevant information about products, which are distributed to yellowblue locations in any country, including information governing the regulations for sale of product or limitations on the use of such products in these locations.

Compliance with Laws. Vendor shall comply with all applicable provisions of Executive Order NO. 11246, and any relevant rules, regulations or orders of the Secretary of Labor pertaining to equal employment laws. To the extent applicable to this Purchase Order, the Federal Acquisition Regulation (FAR) clauses are incorporated herein by reference. Acceptance of this purchase order constitutes certification of the following clauses: FAR 52.222-26 Equal Opportunity: FAR 52.222-35 Affirmative Action for Special Disabled and Vietnam Era Veterans; FAR 52.222-36 Affirmative Action for Handicapped Workers.

Upon shipment Vendor agrees to provide yellowblue with updated OSHA safety data sheets as applicable, and to comply with, and furnish all information evidencing compliance with all federal, state or local laws and regulations pertaining to the environment. If Vendor is supplying yellowblue hazardous materials as defined by state and federal statutes and regulations, including without limitation the Federal Department of Transportation and California Proposition 65, Vendor shall label such materials in accordance with such regulations. All labels and packaging associated with products supplied to yellowblue must comply with the current edition of the National Institute of Standards and Technology Handbook 130 or related labeling and packaging standards as imposed in various states. Vendor agrees to indemnify and hold harmless yellowblue for any failure or non-compliance by Vendor in connection with this section, including without limitation the payment of any fees, fines, assessments or penalties.

Confidentiality and Ownership of Plans and Drawings. All information, including but not limited to designs, specifications, customer lists, pricing, discounts, rebates, business operations, and other informative materials furnished by yellowblue and received, obtained by or utilized by Vendor in connection with yellowblue purchases is solely for the use of obtaining such purchases and is deemed confidential, and shall not be disclosed or used without yellowblue’s written consent. Title to all tooling, plans, drawings, prints, samples, and all other materials shall remain with yellowblue, and if requested, shall be promptly returned to yellowblue. No license or copyright privileges are granted to Vendor under this P.O. and all rights are expressly retained by yellowblue. This provision will be in effect during the term of the Agreement and will continue for a period of two (2) years after termination. The aforementioned requirements shall not apply to information which: a.) is within the public domain; b.) is known to other parties at time of receipt; c.) is rightfully obtained from a third party without breaching the terms of this Agreement.

Limitation of Liability. IN NO EVENT WILL YELLOWBLUE BE LIABLE FOR ANY SPECIAL, INDIRECT INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Force Majeure. yellowblue shall not be required to accept or pay for any goods or service covered by this P.O. if prevented from accepting and utilizing the same by reason of any labor dispute, accident, fire, casualty, act of Government, terrorism, or any other cause beyond its control.

Insolvency. yellowblue may cancel any portion of this P.O., which remains unfilled after the beginning of any bankruptcy filing, insolvency proceeding or assignment by or against Vendor.

Independent Contractor. Vendor and yellowblue will be independent contractors in connection with the performance of work and activities under this P.O. Vendor will have no right or authority to bind yellowblue to any obligations or responsibilities and will not represent or hold itself out as an agent or representative of yellowblue.

Termination and Survival of Obligations. yellowblue shall have the right to terminate this P.O. in whole or in part at any time without cause by giving prior written or oral notice to Vendor effective upon receipt. All of the obligations, terms, and conditions contained herein, including but limited to, indemnities and the procurement of insurance shall survive termination of this P.O. Vendor shall have the right to discontinue sale of products and services to yellowblue upon forty-five (45) days prior written notice, subject to any continuing obligations under this P.O.

Dispute Resolution. All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided in accordance with the Commercial Rules of the American Arbitration Association and judgment will be entered on the award. The arbitrator will be bound by the express terms of this Agreement. The site of arbitration will be a mutually agreeable location in Iowa and the arbitrator(s) will be bound by the applicable law of the State of Iowa.

Shelf Life. Vendor shall supply yellowblue with all applicable data concerning the shelf life of products purchased under this Agreement. Such data includes expiration dates, “born on” dating or “fill” dating, and Vendor shall mark product packaging accordingly.

Gifts & Promotional Contests. Vendor shall refrain from the use of bribes and kickbacks. Gifts given by Vendor to yellowblue employees in the ordinary course of business with a value of less than $20 (golf balls, T-shirts, hats, etc.) are acceptable, as are business lunches and dinners. Gifts or offerings with a value in excess of $20 that are offered in connection with a promotional contest must be approved in advance, in writing, by the applicable yellowblue Product Manager. All other gifts are strictly prohibited. yellowblue requires Vendor to comply with the obligations under the U.S. Foreign Corrupt Practices Act and any other anti-bribery laws or regulations of any country with regard to or in connection with providing products under this P.O. and any other activities involving yellowblue.

Invoicing. yellowblue will promptly pay invoices submitted by the Vendor within the standard payment terms of yellowblue or as agreed to by the parties. yellowblue standard payment terms are 30 days net from date of invoice receipt. However, all invoices must be submitted to yellowblue within a reasonable period of time and in no event will Vendor submit an invoice to yellowblue in excess of twelve months after the date of delivery of the product or service under a P.O. The parties agree that any invoices not submitted to yellowblue within twelve months from the date of delivery of the products or service will be void and are not subject to payment by yellowblue.

NAFTA Certification. Vendor will reasonably identify any products supplied under this PO that qualify as a good subject to the North American Free Trade Agreement (NAFTA). Vendor will provide appropriate documentation to yellowblue to confirm the origin of the goods or qualification of the goods for NAFTA eligibility.

If applicable, a list of all products supplied to yellowblue that qualify for NAFTA must be forwarded to yellowblue annually. Please specify how you supply your NAFTA or Country of Origin certificates.

Copies of NAFTA Certificates will be forwarded to yellowblue at no additional charge. Your NAFTA product list and copies of NAFTA Certificates relative to products that qualify for NAFTA should be emailed to compliance@myyellowblue.com.

Export Controls. Vendor will notify yellowblue or reasonably identify on the Vendor’s products whether a product may be subject to the U.S. Export Administration Regulations, International Traffic in Arms Regulations or similar governmental regulations or may be subject to restrictions related to the exportation of such Vendor products to any foreign countries. In advance of shipment of such regulated products to yellowblue, Vendor will promptly provide to yellowblue any Export Control Classification Numbers or other data or information that may be required or needed to be submitted to a governmental agency with regard to the exportation of the Vendors products to a foreign country. If you have any questions on exports controls, information can be found at www.bis.doc.gov/licensing/exportingbasics.htm.

Conflict Minerals. “Conflict Minerals” refers to tin, tantalum, tungsten, and gold, which are derivatives of cassiterite, columbite-tantalite, and wolframite, regardless of where they are sourced, processed or sold. There is an increasing awareness of violence and human rights violations in the mining of certain minerals from an area described as the “Conflict Region”, located in the eastern portion of the Democratic Republic of the Congo (DRC) and surrounding countries. As a result, the Dodd-Frank Wall Street Reform and Consumer Protection Act (‘Act’) of 2010 directed the U.S. Securities and Exchange Commission (SEC) to adopt rules to implement disclosure requirements related to these “Conflict Minerals”. These rules apply to manufacturers who file periodic reports with the SEC and who manufacture or contract to manufacture products containing “conflict minerals” that are “necessary to the functionality or production” of those products. These manufacturers are required to make inquiries as to the origin of these “conflict minerals” and file a report with the SEC to describe and disclose the results of those inquiries.

yellowblue does not knowingly procure any products containing tin, tantalum, tungsten or gold that originates from the Conflict Region, unless our Vendor confirms that the product or its raw materials originate from mines or smelters that are certified as “conflict free”. To ensure compliance with the Dodd-Frank Act, our Vendors are required to undertake reasonable due diligence with their supply chains to determine whether the specified metals, if any exist in their respective products, are being sourced from:

1. Mines and smelters outside the Conflict Region or 2. Mines and smelters which have been certified by an independent third party as “conflict free”, if sourced within the Conflict Region.

Vendors are required to provide written documentation to compliance@myyellowblue.com to confirm whether the raw materials tin, tantalum, tungsten and gold used in the manufacture of the products supplied to yellowblue originated from outside the Conflict Region or, if the raw material originated from within the Conflict Region, that the mines or smelters are certified as “conflict free” by an independent third party. If yellowblue discovers that a Vendor has not provided proper documentation or submits inaccurate documentation or utilized facilities that are not certified “conflict free”, yellowblue may terminate any PO, return any non-conforming products or seek any further relief or remedies provided herein.

California Proposition 65. Proposition 65, the Safe and Drinking Water and Toxic Enforcement Act of 1986, was enacted as a ballot initiative in November 1986. The Proposition was intended to protect California (USA) citizens and the State’s drinking water sources from chemicals known to cause cancer, birth defects or other reproductive harm, and to inform citizens about exposures to such chemicals. In order to notify customers of possible exposure at the point of sale and on Yellowblue.com, Vendor must notify yellowblue (compliance@myyellowblue.com) if product contains chemicals covered by this Act that meet or exceed Safe Harbor levels that require a ‘reasonable warning’ and validate that the items are properly labeled for sale in California (USA). The list of chemicals and metals covered by Prop 65 now exceeds 900, and the list continues to grow every year. For a complete listing, visit www.oehha.org/prop65.html.

Material Declarations, REACH and RoHS. To be able to sell yellowblue products in the global market place, yellowblue must achieve and maintain material and substance compliance for all products we distribute. yellowblue is requiring Full Material Declaration (FMD). This Standard applies to all products that yellowblue distributes. In the event of conflict between this Standard and any yellowblue Product Standard, the Vendor shall immediately notify yellowblue of the conflict. yellowblue\'s Quality Assurance group must approve any deviation from the requirements of this Standard prior to the item being purchased and supplied to yellowblue. The primary objective of this Standard is to obtain compliance to environmental laws and directives such as RoHS, REACH, etc. Vendor certifies compliance with this Standard via acceptance of a P.O.

THIS AGREEMENT shall inure to the benefit of, and be binding upon, the heirs, personal representatives, successors and assigns of the parties hereto, provided, however, that neither yellowblue nor the Vendor shall assign this Agreement without first having obtained the written consent of the other. This Agreement shall apply to all Work performed by the Vendor, including any and all Purchase Orders or contracts for various Projects, whether such Purchase Orders or contracts reference this Agreement.