Terms of Sale: • All items are sold as is where is – No Warranties No Guarantee’s • Buyers must make payment within 48 hours of receiving their invoice. • Buyer must arrange logistics within 10days once payment has been made. • Seller will sign and acknowledge of equipment being released to buyer. • If equipment is not picked up within the timeframe set by the seller, Buyer will forfeit all goods and monies. ARTICLE 1 – Term, Acceptance, and Acknowledgement 1.1 Subject to the terms and conditions set forth in this Contract, Seller may from time to time sell to Buyer those certain goods, parts, materials, and equipment (“Goods”) from certain Seller designated sites (“Removal Site”), which shall be identified along with their respective quantities and set forth in applicable Bill of Sale, a form of which is set forth in Exhibit 1, which is attached hereto and hereby incorporated in this Contract by this reference. Buyer shall be responsible for any and all labor, supervision, services, materials, goods, consumables, equipment, reports, evaluations, engineering, delivery, removal, testing, tools, drawings, manuals, documents, and all other necessary activities and services for the execution and timely completion of the removal of the Goods from the Removal Site (collectively, the “Removal Activities”). For purposes of this Contract, “Subcontractor” means any firm, partnership, association, joint venture, company, corporation or other entity, regardless of tier, having an agreement, formal or informal, with Buyer or any other contractor of Buyer to provide any part of the Removal Activities under the Contract, completion of the activities contemplated by this Contract , and the storage, shipment and transportation of the Goods (and all parts thereof), whether by road, water, air or otherwise, from the Removal Site to the site designated by Buyer for the future disposal, reassembly, use and operation of the Goods. 1.2 The term of this Contract shall commence on the Effective Date and shall terminate on the 1st day of February 2022, subject to the earlier termination in Articles 19 and 20 below (“Initial Term”). The Initial Term may be extended as mutually agreed upon in writing by the Parties (“Renewal Term(s)”) (the Initial Term and any applicable Renewal Terms shall collectively be referred to as the “Term”). 1.3 Buyer’s signature on this Contract shall constitute consideration and acceptance by Buyer of this Contract and all of its terms and conditions. This Contract is limited to the terms contained herein and others, as incorporated by reference. No conflicting or additional terms and conditions stated by Buyer in acknowledgment or otherwise accepting this Contract shall be binding upon Seller, unless specifically accepted in writing and signed by Seller, and Seller hereby objects to any such additional terms or conditions. ARTICLE 2 – Sale Upon the terms and conditions set forth herein, Seller agrees to sell, and Buyer agrees to purchase the Goods set forth for the quantities specified in Exhibit 1 to this Contract. ARTICLE 3 – Taxes In the event that any federal, state, local or municipality imposes any taxes on the sale of the Goods, Seller shall provide Buyer with notice of such assessment, and Buyer agrees to pay for such tax, unless Buyer provides tax exempt certificate as specified in Exhibit 2, which is attached hereto and hereby incorporated in this Contract by this reference. Seller shall not be obligated to pay and shall be immediately reimbursed by Buyer if Seller does pay, any taxes, including penalties or interest charges levied or assessed by reason of any failure of Buyer to comply with this Contract, applicable laws or governmental regulations, and Buyer shall indemnify and hold Seller harmless from the payment of any and all such taxes, penalties, and interest. ARTICLE 4 – Payments Unless otherwise provided herein, Buyer acknowledges that a non-refundable prepayment of the Contract amount specified in the cover sheet attached to these terms and conditions is required prior to release of Goods. All payments as stated in the attached cover sheet shall be in U.S. funds made payable to Aucto and are due prior to removal of material. ARTICLE 5 – Assignment No right or interest in this Contract shall be assigned or transferred by Buyer without prior written consent of Seller, and no delegation of any obligation owed by Buyer shall be made without prior written consent of Seller. No assignment or transfer of this Contract shall relieve either Party of any of its obligations hereunder until such obligations have been assumed by the assignee and agreed to by Seller, Buyer, and assignee. If this Contract should be permitted to be assigned by either Party, it shall be binding upon and shall inure to the benefit of the permitted assignee. ARTICLE 7 – Goods, Unacceptable Materials, Hazardous Materials 7.1 Buyer acknowledges that it has thoroughly inspected the Goods and understands that it is being purchased “AS IS” and “WHERE IS”, without exception for known or unknown defects. Notwithstanding the foregoing, Seller acknowledges and agrees that the Goods shall specifically exclude Unacceptable Materials, as defined in the next sentence. “Unacceptable Materials” are agreed to include: batteries or battery pieces, capacitors, ballasts, propane tanks (must be cut in half), oxygen tanks (must be cut in half), acetylene tanks (must be cut in half), Freon (tanks must be drained and have holes punched in them), paint cans containing paint, Hazardous Materials (as defined below) or drums used for the containment of Hazardous Materials, tires, commercial freezers & meat cases, tanks from vehicles/equipment (such as gas, hydraulic fluids, radiator fluid, oil, etc.) which are not fully drained, military equipment, x-ray equipment, hospital or medical equipment, microwave ovens, counterweights, trash, rubber, rags, concrete, wood, and other non-metallic items. 7.2 “Hazardous Materials” are agreed to include any material that activates radioactive detectors at the Buyer’s locations, asbestos, munitions, polychlorinated biphenyls (PCBs) or any substance listed by the U.S. Department of Transportation as a hazardous material under 49 CFR 172.101 and appendices. 7.3 Seller agrees to screen Goods for, and consequently remove, Hazardous Materials. If Buyer’s site detectors are activated, Buyer will inspect load with a handheld radiation device, identify the location of the hazardous object, contact FPL, and send appropriate paperwork to the State of Florida. Buyer will return container with contaminated material to FPL’s originating site for disposal. No transportation fee will be incurred for the 1st offense. Seller acknowledges that a 2nd or subsequent offense within 30 calendar days of the 1st offense will result in a return fee of $150 per successive occurrence, 7.3 Seller acknowledges that any load removed by Buyer containing Unacceptable Materials exceeding 1.5% of the total net weight will be adjusted. The weight of the Unacceptable Material will be documented by weight scale ticket as well as by digital photograph and verified weight will be deducted from the total net weight of the load. ARTICLE 8 - Warranty, Limitation of Liability, and Indemnification 8.1 Seller represents that it has a good title to the Goods being sold, and that said Goods are free of all known liens or claims of any kind as of the Effective Date of this Contract. EXCEPT FOR THE FORGOING, SELLER DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER, WRITTEN OR ORAL, EXPRESS OR IMPLIED BY LAW. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OF CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE GOODS, (B) THE SUITABILITY OF THE GOODS FOR ANY AND ALL ACTIVITIES AND USES, (C) THE COMPLIANCE OF OR BY THE GOODS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (D) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO OR INCONNECTION WITH THE GOODS, AND (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE GOODS. 8.2 Buyer further acknowledges that this limitation and disclaimer of liability and warranty constitutes part of the basis of the bargain between the Parties. 8.3 BUYER AGREES THAT SELLER SHALL HAVE NO LIABILITY FOR AND BUYER EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE AGAINST SELLER FOR ANY DAMAGE TO PROPERTY OR INJURY TO PERSON OR DEATH ARISING OUT OF ANY DEFECT OR USE OF THE GOODS. 8.4 Buyer assumes all risks and liability whatsoever resulting from the possession, use, or disposition of the Goods purchased, provided, however, that Buyer shall not accept responsibility for Unacceptable Materials. 8.5 Neither Seller nor any contractor, subcontractor, vendor, or supplier of Seller shall have any liability for indirect, special, incidental, or consequential damages which may arise as a result of this Contract or the Goods hereunder, whether claims for same are based on contract, warranty, tort (including negligence) or strict liability. 8.6 Subject to the terms of Section 8.4 above, Buyer releases and waives all rights against and will protect, defend, indemnify and hold Seller and its parent company and affiliates and their respective officers, directors, agents, and employees (hereinafter “Seller Entities”) harmless from and against any and all claims, losses, damages, costs (including reasonable attorney’s fees) or liabilities arising out of or in connection with this Contract or in connection with the Removal Activities, or the Goods sold hereunder, whether claims for same are based on contract, warranty, tort, negligence, strict liability, property damage, personal injury (including death), whether or not such liabilities are caused in whole or in part from the negligence of Seller Entities. Subject to the limitation in this Section 8.6, the limit of Buyer’s indemnity obligation per occurrence shall not exceed the sum of Two Million Dollars ($2,000,000). The limits of Buyer’s indemnity obligations under this Section 8.6 shall not apply to or limit Buyer’s responsibility for attorneys’ fees and costs under this Contract or other indemnification obligations contained in other Articles of this Contract. The selection of counsel by Buyer or by its insurer to represent and defend Seller Entities shall be subject to the prior written approval of Seller. 8.7 Buyer warrants and represents that the Removal Activities shall be performed in a manner that meets professional standards utilized by construction professionals regularly engaged in construction projects involving the removal of Goods of a similar technology, complexity, and size similar to the Goods from power generation facilities in the United States. Without limiting the generality of the foregoing, Buyer warrants and represents that it shall ensure that: (i) Buyer and its Subcontractors shall comply with, and shall cause the Removal Activities and all components thereof to comply with, prudent construction and engineering practices, applicable laws, and the Contract; (ii) the Removal Activities are performed using the generally accepted standard of care, skill and diligence as would be provided by a prudent construction and engineering firm, in each case experienced in supplying disassembly and removal services in the United States to power-producing entities for projects of technology, complexity, and size similar to the Goods that are located on the premises; and (iii) the Removal Activities shall be performed with Buyer and its Subcontractor’s best skill and judgment, in a safe, expeditious, good, and workmanlike manner in accordance with the preceding clauses (i) and (ii). Except as otherwise expressly provided in this Contract, the standard of performance set forth in this Section 8.7 shall apply to all aspects of the Removal Activities, and this Section 8.7 shall be deemed to be incorporated by reference into each provision of this Contract describing the Removal Activities, Buyer’s obligations hereunder, or referring to the “requirements of this Contract” or words of similar effect. In no event will references in any provision of this Contract to one or more of the standards, guidelines, practices, regulations, laws, or permits contained in this Section 8.7 be interpreted to limit in the applicability of all such standards, guidelines, practices, regulations, laws, and permits to such provision. Buyer shall, at its own expense, defend, indemnify, and save harmless Seller Entities from and against all liability, loss, or damage (including attorneys' fees and costs) assessed against or suffered by Seller Entities as a result of an allegation or claim of noncompliance by Buyer with this Section 8.7. 8.8 Subject to the terms of Section 8.4 above, Buyer releases and waives all rights against and will protect, defend, indemnify and hold Seller Entities harmless from and against any and all claims, losses, damages, costs (including reasonable attorney’s fees) or liabilities arising out of or in connection with or arising from environmental impairments (including the handling, processing use or disposal of or any part of the Removal Activities or Goods sold, including contamination of, injury or damage to, or adverse effects on the environment or natural resources resulting in any violation or alleged violation of applicable statutes, ordinances, orders, rules or regulations of any state, federal or local entity or agency). ARTICLE 9 - Force Majeure Either Party hereto shall be excused from performance if its performance is prevented or delayed as a result of causes or circumstances beyond its reasonable control, including, but not limited to, acts, or failures to act, by civil or military authorities, war, riot, flood, or acts of God. Should force majeure event arise, the Party experiencing the force majeure event shall promptly notify the other in writing of the nature, cause, date of commencement and anticipated duration of such delay and indicate whether any dates by which performance is required will be affected. The time for the performance of the Buyer’s or Seller’s obligations shall be extended by a period of time equal to the duration of the delay. ARTICLE 12 – Documentation Seller may provide, for informational purposes only, Buyer with all logs, manuals, data and inspections, modifications, and overhaul records, or copies thereof, applicable to the Goods in Seller’s possession. Seller shall not be required to provide Buyer with copies of any documents generated by anyone other than Seller’s employees or contractors. ANY DOCUMENTS PROVIDED HEREUNDER ARE FOR INFORMATIONAL PURPOSES ONLY, PROVIDED “AS-IS,” AND SELLER DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, AND MAKES NO WARRANTY OR REPRESENTATION, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE ACCURACY OR COMPLETENESS OF ANY SUCH DOCUMENTS OR INFORMATION PROVIDED BY SELLER HEREUNDER. SELLER WILL NOT BE LIABLE FOR ANY DAMAGES AS A RESULT OF THE BUYER’S RELIANCE OF SUCH INFORMATION. ARTICLE 13 – Severability If any portion or provision of this Contract shall be held to be invalid by a court of competent jurisdiction, such invalidity shall not affect the other provisions of this Contract. ARTICLE 14 – Non-Waiver Seller’s failure to insist in any one or more instances upon strict performance of any provision of this Contract, or to take advantage of any rights hereunder, shall not be construed as a waiver by Seller of any such provision or the relinquishment of any of its rights and remedies. ARTICLE 15 – Governing Law and Venue This Contract shall be governed in all respects by the laws of the State of Florida, without giving effect to its conflict of laws provisions. Any disputes resulting in litigation between the parties shall be conducted in the state or federal courts of the State of Florida. Proceedings shall take place in the Circuit Court for Dade County or Palm Beach County, Florida, the United States District Court for the Southern District of Florida. ARTICLE 16 – Compliance with Laws & Regulations and Waiver of Jury Trial 16.1 Buyer shall perform all its obligations under this Contract in accordance with all applicable codes, laws, rules, regulations, orders, ordinances and standards of federal, state, regional, local and municipal governmental agencies, and all standards, rules, regulations and orders issued by such agencies, and if Buyer fails to meet the foregoing obligations, Buyer shall, at its own expense, defend, indemnify and hold harmless Seller Entities from and against all liability, loss or damage (including attorneys’ fees and other defense costs) assessed against or suffered by Seller Entities as a result of an allegation or claim of noncompliance by Seller with this Article 16. 16.2 EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HERON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS CONTRACT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR STATEMENTS WHETHER ORAL OR PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS CONTRACT. ARTICLE 17 – Pick-up/Transportation of Goods Buyer acknowledges that the Goods are sold “AS IS” and “WHERE IS.” Title and risk of loss pass to the Buyer in accordance with Article 11. Buyer is responsible for the securing, transporting, and shipping of the Goods. Buyer shall have a maximum of 30 calendar days, unless otherwise extended in writing by Seller, from execution of the Contract to remove the purchased Goods from the Removal Site or otherwise perform the Removal Activities. Seller shall be notified of all vehicle traffic from the Buyer, or Buyer’s contractors, at least 24 hours in advanced, excluding weekends and holidays. Unless otherwise provided herein, the pick-up of Goods shall occur between the hours of 7:30am to 3:30pm Monday to Friday EST, except on holidays. If the purchased Good are not removed within 30 calendar days or such longer time period specified by Seller, Seller shall have the option to: (i) store the Goods for Buyer at a rate of five percent (5%) of purchased price per day for every day after the 30 calendar days or after the extended period; (ii) transport and store the Goods at a different location at Buyer’s expense or (iii) take possession and ownership of the Goods after the 30 calendar day provision or extended period. Seller shall therefore be entitled to terminate this Contract for cause. ARTICLE 18 - Variation in Quantity or Weight Any variation in quantity or weight of any Goods between that listed in Exhibit 1 and that delivered will be adjusted on the basis of the unit price quoted for such Goods. Buyer agrees and accepts to use agreed upon certified scales to determine all weights for invoicing Buyer. No adjustment for variation will be made when Goods are sold on a “lot price” basis. ARTICLE 19 – Termination for Convenience Seller shall at all times have the right, without prejudice to any other of its right or remedies, to terminate this Contract, in whole or in part, for its convenience by giving written notice to the Buyer. The written notice shall state the extent and effective date of the termination. ARTICLE 20 – Termination for Cause 20.1 Seller may, upon written notice to Buyer, and without prejudice to any remedy available to Seller under law, in equity or under this Contract have the right, at its option, to terminate this Contract for cause, in whole or in part, by written notice to the Buyer if Buyer: 20.1.1 Becomes or adjudicated insolvent or makes a general assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy. 20.1.2 Is adjudged bankrupt or if its affairs are placed in the hands of a receiver, trustee, or assignee for the benefit of creditors. 20.1.3 Refuses or persistently or repeatedly fails to make payment to Seller; or 20.1.4 Is guilty of a material violation of any provision of this Contract and fails to cure within five (5) business days following Buyer’s receipt such notice of a material violation. ARTICLE 21 – Survival The obligations of the Buyer to release, defend, indemnify, and hold harmless Seller shall survive this Contract and the passage of title. In addition, those provisions of the Contract which provide for the limitation of or protection against liability shall apply to the full extent permitted by law and shall survive termination of the Contract and/or completion of the Removal Activities. ARTICLE 22 – Proprietary Material and Publicity 22.1 Any materials belonging to or in the possession of Seller, whether written, printed or otherwise recorded shall be used by Buyer only in the performance of its duties hereunder and Buyer shall not record, reference, reproduce or use such materials for any other purpose without the express written consent of Seller. All rights, title to and interest in such material shall remain with Seller, and all such material shall be surrendered to Seller immediately upon termination of this Contract, or any time prior thereto, upon the request of Seller. 22.2 Buyer and its agents, Subcontractors and employees shall not disclose or use, other than as may be required in the performance of this Contract, such material including, without limitation, any material relating to (i) Seller Entities or (ii) any person or organization dealing with Seller, both during the period of performance of this Contract and thereafter. 22.3 Neither Buyer nor its Subcontractors shall: (i) release any information; or (ii) make any announcements except as may be required by law, to any third party, member of the public, press or official body, unless prior written consent is obtained from Seller. 22.4 Buyer and Seller agree and accept that Goods as sold to Buyer are not intended to contain or include any documents or record of any social security numbers, bank account information, credit card information, dates of birth, personal health information, drivers license information, government-issued identity numbers, passport or alien registrations PINS and passwords, employee salary information (collectively, “NPI”). Buyer agrees that in the event it or its Subcontractors discover any NPI is contained or included in Goods it shall promptly return (at no cost to Seller) all such NPI to Seller, and Buyer shall return or destroy, at the Seller’s option, all written NPI, including that portion of such NPI that may be found in analyses, compilations, studies, or other documents prepared by, or for, the Buyer, and Buyer and its Subcontractors shall not retain any copies of such NPI. At any time after which the Supplier has been required to return or destroy NPI in its possession in accordance with the preceding sentence, Buyer shall, upon written request of Seller, cause one of its duly authorized officers to certify in writing to Seller that the requirements of the preceding sentence have been satisfied in full. Should Buyer or Subcontractors fail to abide by the provisions of this Section 22.4, and should Seller suffer any cost or damage in connection with any disclosure of NPI inadvertently contained in Goods retrieved by Buyer or Subcontractors, Buyer agrees to indemnify and hold Seller Entities harmless from such costs and damages. ARTICLE 23 – Entire Agreement No purchase order or other document shall be given effect. This Contract, including all exhibits referenced herein, constitutes the final, complete, and entire agreement between the Parties, and all prior discussions, negotiations, communications, proposals, or agreements, whether oral or written, are hereby superceded. Any terms or conditions other than those set forth in this Contract shall not be binding on the Parties. No terms, conditions, agreements, representations, understandings, course of performance, course of dealing, or usage of trade purporting to modify, vary, supplement, explain, or amend any provisions of the Contract shall be ineffective unless in writing and signed by duly-authorized representatives of both Parties authorized to amend this Contract. ARTICLE 24 – Notice All notices required hereunder shall be in writing and shall be sent by messenger, overnight express delivery service, registered or certified mail, postage pre-paid, to the addresses as follows: Seller: 2455 Port West Blvd. Riviera Beach, Florida 33407 Attention: Sam Gray 561-845-4853 Buyer: XX XXXX XXX XX XXXX XXXX XXXXX, XX XXXXX Attention: Bob Smith XXX-XXX-XXXX Either Party shall have the right to change the address or name of the person to whom such notices are to be delivered by notice to the other Party. ARTICLE 25 – Removal Site Safety and Security 25.1 Seller reserves the right to require that Buyer or Subcontractors be removed immediately from a Removal Site, if in Seller’s sole discretion, it deems that Buyer or Subcontractor poses any threat to the security, health or safety of Seller, its property, its customers, or the public. 25.2 Buyer agrees that all Buyer and Subcontractor personnel shall comply with all Seller site safety and security rules or requirements while on Seller premises. 25.3 Buyer agrees that neither it nor any of its Subcontractors shall enter any Removal Site unless specifically authorized to do so by Seller’s designated Removal Site contract administrator or designee. Buyer agrees to inform its Subcontractors of this requirement. Should Buyer or any Subcontractor enter a Removal Site without being authorized by a Seller designated site contract administrator or designee, a contractor exception report indicating the violation may be generated by Seller and Seller shall be entitled at its sole discretion to terminate this Contract for cause. 25.4 BY SIGNING THIS CONTRACT, BUYER REPRESENTS THAT IT HAS READ THE TERMS AND CONDITIONS OF EXHIBIT 3, INTEGRATED SUPPLY CHAIN PERSONAL PROTECTIVE EQUIPMENT, AND ITS SIGNATURE INDICATES ITS UNDERSTANDING OF AND CONCURRENCE, AND THAT OF ITS SUBCONTRACTORS, WITH THE TERMS AND CONDITIONS CONTAINED THEREIN. BUYER SHALL ENSURE THAT ITS EMPLOYEES AND SUBCONTRACTORS SHALL ABIDE BY SUCH RULES WHILE ON SELLER’S PREMISES. [SIGNATURES ON FOLLOWING PAGE] BY SIGNING BELOW, THE PARTIES REPRESENT THAT THEY HAVE READ THE TERMS AND CONDITIONS IN THIS CONTRACT AND EACH PARTY’S SIGNATURE INDICATES ITS UNDERSTANDING OF AND CONCURRENCE WITH THE TERMS AND CONDITIONS AS A CONDITION OF THIS CONTRACT. BOTH PARTIES REPRESENT AND COVENANT THAT THIS CONTRACT HAS BEEN EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. FLORIDA POWER & LIGHT XXXXX XXXXX By: _____________ By: ______________ Name: Sam Gray Name: Bob Smith_____ Title: Sales Agent___ Title: _________ Date: 1/1/2022 Date: _________ EXHIBIT 1 FORM OF BILL OF SALE Seller: Florida Power & Light Company 2455 Port West Blvd West Palm Beach, FL 33407 Phone - 561-845-4853 Fax – 561-845-3390 Buyer: XX XXXX XXX XX XXXX XXXX XXXXX, XX XXXXX Attention: Bob Smith Phone: XXX-XXX-XXXX Fax: XXX-XXX-XXXX This Bill of Sale is pursuant to those certain EQUIPMENT SALE AND REMOVAL CONTRACT (the “Contract”) effective as of January 1, 2022. Between Florida Power & Light Company, 2455 Port West Blvd West Palm Beach FL 33407 (“Seller”), and XXXXXXX, whose address is XX XXXXX XX XXXXX, XX XXXXX (“Buyer”). All capitalized terms used in this Bill of Sale and not defined herein shall have the meaning as the capitalized term is defined in the Contract. Moreover, Buyer acknowledges that the Contract is binding on both Parties only when executed by duly authorized representatives of both Parties. In consideration of $000.00 and other good and valuable consideration, the receipt and sufficiency are hereby acknowledged, Seller does hereby sell, transfer, assign, and deliver unto the Buyer all right, title and interest of the Buyer in, under and to the goods, parts, materials, and equipment (“Goods”) along with their respective quantities identified in Appendix 1, which attached hereto and incorporated by this reference. This Bill of Sale is effective when Buyer, by its signature, agrees that the terms and conditions of this Bill of Sale, and the Contract including, and any exhibits attached thereto are expressly made part of this Bill of Sale. Seller warrants that it has a good title to the Goods being sold, and that said Goods are free of all known liens or claims of any kind as of the Effective Date of this Contract. EXCEPT FOR THE FORGOING, SELLER DOES NOT MAKE AND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER, WRITTEN OR ORAL, EXPRESS, OR IMPLIED BY LAW. BUYER ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, DOES NOT MAKE AND SPECIFICALLY NEGATES AND DISCLAIMS ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS, OR GUARANTIES OF ANY KIND OF CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, CONCERNING, OR WITH RESPECT TO (A) THE VALUE, NATURE, QUALITY, OR CONDITION OF THE GOODS, (B) THE SUITABILITY OF THE GOODS FOR ANY AND ALL ACTIVITIES AND USES, (C) THE COMPLIANCE OF OR BY THE GOODS OR ITS OPERATION WITH ANY LAWS, RULES, ORDINANCES, OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL AUTHORITY OR BODY, (D) THE MERCHANTABILITY, MARKETABILITY, PROFITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE GOODS, (E) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS, IF ANY, INCORPORATED INTO OR INCONNECTION WITH THE GOODS, AND (F) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE GOODS. [SIGNATURES ON FOLLOWING PAGE] BY SIGNING BELOW, THE PARTIES REPRESENT THAT THEY HAVE READ THE TERMS AND CONDITIONS OF THIS BILL OF SALE AND EACH PARTY’S SIGNATURE INDICATES ITS UNDERSTANDING OF AND CONCURRENCE WITH THE TERMS AND CONDITIONS AS A CONDITION OF THIS BILL OF SALE. BOTH PARTIES REPRESENT AND COVENANT THAT THIS BILL OF SALE HAS BEEN EXECUTED BY DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES. ADDITIONAL TERMS Buyer buys material “As Is, Where Is”, with no warranty expressed or implied. All sales are final. Agent Sam Gray will coordinate pick-up with site after receipt of full payment, executed Term & Conditions, Bill of Sale (Exhibit 1), Tax Exemption verification (Exhibit 2) and Safety Compliance (Exhibit 3). Sales tax will be added if Buyer does not provide active Tax Exemption Certificate. Site will load onto the Buyer ‘s truck, Buyer is responsible to stage, secure and transport material, as well as insure all local, State, Federal and DOT regulations are met for transporting said components Buyer agrees to abide by all safety guidelines established by the plant. FPL ISC Personal Protective Equipment Guidelines are included as part of this contract Buyer must read and execute the attached Compliance Sign-off Form and ensure that all personnel have read, understand, and follow said safety rules. Buyer agrees to provide all required Personal Protective Equipment, to ensure that personnel use said PPE and abide by all FPL site safety practices, included as part of this Contract. *NOTE: Buyer agrees to remit Sales tax, as invoiced, if Buyer does not provide active Tax Exemption Certificate, Reseller Certificate AND Bill of Lading within 7 days of pick-up. EXHIBIT 3 SAFETY RULES AND EQUIPMENT ACKNOWLEDGMENT This Safety Rules and Equipment Acknowledgment (“Acknowledgement”) is pursuant to those certain EQUIPMENT SALE AND REMOVAL CONTRACT (the “Contract”) effective as of January 18, 2022, by and between Florida Power & Light, with offices at is 2455 Port West Blvd., West Palm Beach, Florida 33407 (“Seller”), and XXXXXXX, whose address is XX XXXXX XX XXXXX, XX XXXXX (“Buyer”). All capitalized terms used in this Acknowledgement and not defined herein shall have the meaning as the capitalized term is defined in the Contract. Buyer further acknowledges that it will follow all of the safety rules at the Seller facility shown below: 2455 Port West Blvd. West Palm Beach FL 33407 BY SIGNING BELOW, THE PURCHASER REPRESENTS THAT IT HAS READ THE TERMS AND CONDITIONS OF THE INTEGRATED SUPPLY CHAIN PERSONAL PROTECTIVE EQUIPMENT, AND ITS SIGNATURE INDICATES ITS UNDERSTANDING OF AND CONCURRENCE WITH THE TERMS AND CONDITIONS AS A CONDITIONS OF THE INTEGRATED SUPPLY CHAIN PERSONAL PROTECTIVE EQUIPMENT AND WILL ENSURE THAT ITS EMPLOYEES OR CONTRACTORS WILL ABIDE BY SUCH RULES WHILE WORKING ON THE SELLER LOCATION IDENTIFIED ABOVE. Buyer agrees that neither it nor any of its Subcontractors hired (directly or indirectly) by Buyer to perform any of the Removal Activities or otherwise enter the Removal Site unless accompanied by the designated Seller Removal Site contractor administrator or their designee. This Seller contractor administrator has been designated by the Removal Site manager to conduct site safety training and will oversee the Removal Activities of Buyer and its Subcontractors. If the Buyer or any of its Subcontractors enters the Removal Site without being accompanied by the Seller designated site contractor administrator, a contractor exception report indicating the violation will be generated and the Buyer and/or its Subcontractors, as applicable, will risk any further business from Seller under the Contract. Designated Removal Site contract administrator contact information: Name: Wayne Houck Site phone number: 561-845-3386 Cell phone number: BUYER REPRESENTS AND COVENANTS THAT THIS ACKNOWLEDGEMENT HAS BEEN EXECUTED BY A DULY AUTHORIZED REPRESENTATIVE.