Common use of Performance of Services Clause in Contracts

Performance of Services. (a) PROVIDER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. The Executive's employment with the Company shall be subject to the following: (a) PROVIDER’s services under this Agreement are designed Subject to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement, the Company hereby agrees to employ the Executive as its President and Chief Executive Officer during the Agreement control Term (as defined below), and the relationship between Executive hereby agrees to remain in the PARTIESemploy of the Company during the Agreement Term. This During the Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerTerm, while he is employed by the Company, the Executive shall be a member of the Board of Directors of the Company (the "Board"). (b) The services required During the Agreement Term, while the Executive is employed by ROCK-IT the Company, the Executive shall devote his full time, energies and talents to be performed by PROVIDER, serving as its President and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITChief Executive Officer. (c) PROVIDER warrants The Executive agrees that he shall perform his duties faithfully and represents that it has experience in crating and packaging goods similar in size and material characteristics efficiently subject to the Cargodirections of the Board. The Executive's duties may include providing services for both the Company and the Subsidiaries (as defined below), so as to withstand determined by the rigors of transportation via Board; provided, that the mode selected by ROCK-IT. PROVIDER’s servicesExecutive shall not, and without his consent, be assigned tasks that would be inconsistent with those of its permitted subcontractorsPresident and Chief Executive Officer. The Executive will have such authority, will be performed in a good power, responsibilities and workmanlike manner in accordance with duties as are inherent to his positions and necessary to carry out his responsibilities and the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors duties required of transport via the mode of transportation selected by ROCK-IThim hereunder. (d) PROVIDER will be responsible for documentingNotwithstanding the foregoing provisions of this paragraph 1, photographingduring the Agreement Term, the Executive may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt activities involving professional, charitable, educational, religious and similar types of Cargoorganizations, speaking engagements, membership on the boards of directors of other organizations, and prior similar type activities, to packaging/cratingthe extent that such other activities do not, and will be taken after completion in the judgement of the required packaging. The purpose Board, materially inhibit or prohibit the performance of the photographs will be to document Executive's duties under this Agreement, or conflict in any patent defects, damage material way with the business of the Company or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoany Subsidiary. (e) PROVIDER will adhere Subject to the provisions of this Agreement, the Executive shall not be required to perform services under this Agreement during any cargo security protocols period that he is Disabled. The Executive shall be considered "Disabled" during any period in which he has a physical or procedures required mental disability which renders him incapable, after reasonable accommodation, of it by ROCK- IT or performing his duties under Applicable Law. (f) ROCK-IT will provide this Agreement. In the event of a dispute as to PROVIDER information regarding whether the Cargo provided Executive is Disabled, the Company may refer the same to ROCK-IT by ROCK-IT’s customera mutually acceptable licensed practicing physician, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and the Executive agrees that ROCK-IT’s sole obligation with respect to submit to such information is to pass through information received by ROCK-IT from the customertests and examinations as such physician shall deem appropriate.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed The Provider shall perform and cause its Subsidiaries and Affiliates to meet perform all Services to be provided by the needs of ROCK-IT Provider in good faith and ROCK-IT’s customer under with due care consistent with the specified conditions set forth hereincare that it exercises in performing such Services for itself. PROVIDER Recipient acknowledges and agrees that neither the terms and conditions Provider nor its Subsidiaries or Affiliates regularly provides the Services to be provided hereunder to Third Parties as part of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that its business, and, except as specifically stated elsewhere herein, the terms of this Agreement control the relationship between the PARTIES. This Agreement Provider does not grant PROVIDER an exclusive right to perform otherwise warrant or assume any services responsibility for ROCK-IT the performance of the Services by it, its Subsidiaries or its customerAffiliates. (b) The services (i) Neither the Provider nor any of its Subsidiaries or Affiliates shall be required by ROCK-IT and to perform or to cause to be performed by PROVIDERany of the Services for the benefit of any Third Party or any other Person other than the Recipient or its Subsidiaries, and the cargo to be prepared for shipment by (ii) EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 2.02, EACH PARTY ACKNOWLEDGES AND AGREES THAT ALL SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS-IS” BASIS, THAT THE RECIPIENT ASSUMES ALL RISK AND LIABILITY ARISING FROM OR RELATING TO ITS USE OF AND RELIANCE UPON THE SERVICES, AND THAT THE PROVIDER (“Cargo”) will be on “per engagement” basisMAKES NO OTHER REPRESENTATIONS OR GRANTS ANY WARRANTIES, upon written request by ROCKEXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, WITH RESPECT TO THE SERVICES AND PRODUCTS. EACH PARTY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, OR EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE OR THE NON-ITINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will Each Party shall be responsible for documentingits own compliance with any and all Laws applicable to its performance under this Agreement. No Party shall knowingly take any action in violation of any such applicable Law that results in Liability being imposed on the other Party. If a change in or addition to Law applicable to the Provider or the Recipient causes the Provider to change the Services provided or incur additional expenses in providing such Services, photographingthe Provider shall use commercially reasonable efforts to promptly advise the Recipient of such additional expenses, and providing all pertinent information to ROCK-IT. Photos the Provider and the Recipient will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packagingmutually seek an alternative that minimizes such additional expenses. The purpose of the photographs will Recipient shall be to document responsible for any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless and all such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoadditional expenses. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDERCARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER XXXXXXX agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to perform any services for ROCK-IT or its customerprovided under this Agreement. (b) The services required by ROCK-IT and to be performed by PROVIDERCARRIER shall transport all shipments provided under this Agreement without delay, and the cargo all occurrences which would be probable or certain to cause delay shall be prepared for shipment immediately communicated to BROKER by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITCARRIER. (c) PROVIDER warrants CARRIER shall, at its sole cost and represents that it has experience in crating and packaging goods similar in size and material characteristics to expense: i. Furnish all equipment necessary or required for the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those performance of its permitted subcontractorsobligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, will be performed in a good and workmanlike manner in accordance any way, with the highest industry standards. Upon completionuse and operation of the Equipment; and iii.Maintain the Equipment in good repair, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITmechanical condition and appearance. (d) PROVIDER will CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/cratingensuring, and will be taken after completion of the required packaging. The purpose of the photographs will be ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to document any patent defectsperform services hereunder, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo and that such personnel have access to all locations into which access is loaded for transportation subsequent necessary to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoperform services under this Agreement. (e) PROVIDER will adhere CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any cargo security protocols or procedures required of party that it by ROCK- IT or under Applicable Lawis anything other than an independent contractor in its relationship to the other Party. (f) ROCK-IT will provide CARRIER shall be solely responsible for its day to PROVIDER day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information regarding the Cargo provided to ROCK-IT by ROCK-ITfrom BROKER or BROKER’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation customer with respect to such information any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. CARRIER shall maintain records of its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Product Requiring Refrigeration or Heating warrants that CARRIER will inspect or hire a service representative to pass through information received inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the records of each inspection for at least one year. Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by ROCK-IT the BROKER or the Shipper for its failure to do so. The CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from the customerCARRIER’s records upon request.

Performance of Services. (a) PROVIDERCARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER CARRIER agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, xxxx of lading, or similar documentation apply to perform any services for ROCK-IT or its customerprovided under this Agreement. (b) The services required by ROCK-IT and to be performed by PROVIDERCARRIER shall transport all shipments provided under this Agreement without delay, and the cargo all occurrences which would be probable or certain to cause delay shall be prepared for shipment immediately communicated to BROKER by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITCARRIER. (c) PROVIDER warrants CARRIER shall, at its sole cost and represents that it has experience in crating and packaging goods similar in size and material characteristics to expense: i. Furnish all equipment necessary or required for the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those performance of its permitted subcontractorsobligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, will be performed in a good and workmanlike manner in accordance any way, with the highest industry standardsuse and operation of the Equipment; and iii. Upon completionMaintain the Equipment in good repair, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITmechanical condition and appearance. (d) PROVIDER will CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/cratingensuring, and will be taken after completion of the required packaging. The purpose of the photographs will be ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to document any patent defectsperform services hereunder, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo and that such personnel have access to all locations into which access is loaded for transportation subsequent necessary to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoperform services under this Agreement. (e) PROVIDER will adhere CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any cargo security protocols or procedures required of party that it by ROCK- IT or under Applicable Lawis anything other than an independent contractor in its relationship to the other Party. (f) ROCK-IT will provide CARRIER shall be solely responsible for its day to PROVIDER day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information regarding the Cargo provided to ROCK-IT by ROCK-ITfrom BROKER or BROKER’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation customer with respect to such information any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. CARRIER shall maintain records of its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that CARRIER will inspect or hire a service representative to pass through information received inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the records of each inspection for at least one year. Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by ROCK-IT the BROKER or the Shipper for its failure to do so. The CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from the customerCARRIER’s records upon request.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed Buyer hereby engages and retains Seller to meet perform the needs of ROCK-IT Services and ROCK-IT’s customer under Seller hereby accepts and agrees to provide such Services to Buyer, in each case upon the specified terms and subject to the conditions set forth herein. PROVIDER agrees that the terms and conditions of in this Agreement apply (including Exhibit A). All Services to all services be provided by Seller hereunder shall be performed at the request and under the direction of Buyer and for the duration provided in Exhibit A. Seller will provide, or cause to be provided, the Services beginning as of the Effective Date and, with respect to each itemized Service, until the earlier of (i) the date as of which Buyer requests such Service to be terminated pursuant to Section 4.2, (ii) the date provided for the termination of such Service in Exhibit A or (iii) when such Service has been fully performed by PROVIDER Seller as mutually agreed by the Parties (the period from the Effective Date until the last Service is terminated or fully performed, the “Service Period”); provided, however, that Buyer may request Seller to extend the Service Period for ROCK-IT a specific Service to the extent it determines it is reasonably necessary to do so long as Buyer notifies Seller of its determination to extend such Service Period at least 30 days prior to the expiration of the then scheduled termination of the Service Period and that Seller agrees to so extend the Service Period. Such notice of extension shall also state the duration of extension of the applicable Service Period. The term “Services” as used in this Agreement does not include any services which are not set forth on Exhibit A (as may be amended in accordance with the terms of this Agreement control Agreement) or otherwise provided by Seller to Buyer prior to the relationship between Closing, unless the PARTIESParties otherwise agree in writing. This Agreement does not grant PROVIDER an exclusive right The scope, quality and quantity of the Services, and the amount and quality of the resources to be allocated by Seller to perform the Services, will be generally consistent with the scope, quality and quantity of the Services performed by Seller on its own behalf, or on behalf of its Affiliates, and the amount and quality of the resources dedicated to perform such Services, in the ordinary course prior to and as of the date of the Purchase Agreement. Without limiting the foregoing, Seller will provide that the time commitment by the applicable personnel to perform such Services following the Closing will be generally consistent with the time commitment of such personnel to provide such Services prior to and as of the date of the Purchase Agreement. In the event that the quantity of any services for ROCK-IT particular Service becomes significantly greater on a sustained basis, Seller may (upon Xxxxx’s written consent not to be unreasonably withheld) engage third parties to provide all or its customera portion of such Service to Buyer and shall pass onto Buyer such cost. (b) The services required by ROCK-IT Seller shall determine the corporate facilities, personnel and resources to be used in rendering the Services and, except as specifically provided in Exhibit A, the individuals who will render such Services; provided, however, that unless otherwise agreed by the Parties, Seller will use commercially reasonable efforts to use corporate facilities, personnel and resources that are consistent with the manner in which the Services were performed by PROVIDER, prior to and as of the cargo date of the Purchase Agreement. Seller shall maintain at its expense all Permits required for it to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITprovide the Services. (c) PROVIDER warrants Seller will use commercially reasonable efforts to make the Services available with substantially the same degree of care as it employs in making similar services available for its own operations, and represents that in any event using at least the same degree of care as it has experience employed in crating providing the Services prior to and packaging goods similar in size and material characteristics as of the date of the Purchase Agreement. Notwithstanding anything to the Cargocontrary herein, so if Seller commits a material error with respect to, or incorrectly performs, fails to substantially perform or causes an unreasonable delay in the performance of any of the Services, then, at Xxxxx’s request, Seller will use its commercially reasonable efforts to promptly correct such error or re-perform or perform such Services at no additional cost to Buyer. If Seller fails to correct such error or re-perform or perform such Services within ten days of receipt of Buyer’s written notice of material error, incorrect performance, failure to substantially perform or unreasonable delay in performance, Buyer may choose to have such Services performed by a third party mutually agreeable to the Parties, in which case Seller will cooperate with such other third party, including by providing, without unreasonable delay, relevant records and information as are reasonably required to withstand perform such Services. The reasonable fees and expenses incurred by Xxxxx in engaging a third party to perform such Services will offset any amounts for the rigors of transportation via the mode selected same Services claimed by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will Seller to be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared due pursuant to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITthis Agreement. (d) PROVIDER If Seller elects to engage a third party to perform intercompany services it provides to its Affiliates generally and such subcontracting or outsourcing would result in an itemized Service being completely provided by such third party, then Xxxxx agrees to cooperate in good faith with the reasonable request to reach arrangements with such third party subcontractor or service provider for the provision of such itemized Service by such third party directly; provided, however, that (i) Seller shall provide Buyer with not less than 10 days’ written notice of its intention to subcontract or outsource such Service and (ii) unless and until Buyer has directly negotiated the provision of any such Service with such third party subcontractor or service provider, Seller shall continue to cause such Service to be provided to Buyer pursuant to the terms of this Agreement; provided, further, that to the extent the fees to be charged by such third party exceed the Fees (as defined in Section 2.1) that would otherwise have been paid by Buyer for such Service, then Seller shall reimburse Buyer for the amount of any such excess fees. Seller may use third party contractors, subcontractors or other service providers (collectively, “Subcontractors”) under contract with Seller or its Affiliates to provide any part of the Services, provided that use of any Subcontractors will not release Seller from its obligations hereunder and Seller will be responsible fully responsible, financially and otherwise, for documenting, photographing, and providing all pertinent information the Services provided by each such Subcontractor to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of same extent as if Seller had performed the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoServices itself. (e) PROVIDER will adhere Nothing herein shall be deemed to restrict either Party or its Affiliates or its or their respective directors, officers, employees, agents, consultants and advisors (“Representatives”) from engaging in any cargo security protocols business, or procedures required from contracting with other parties, including, without limitation, Affiliates of it by ROCK- IT Seller, for similar or under Applicable Lawdifferent services. (f) ROCK-IT Seller will provide assist Buyer in the transition of the Services to PROVIDER information regarding Buyer, one of Buyer’s Affiliates or another third party provider, provided, that each of the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER Parties acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT neither Seller nor any of its Affiliates shall be responsible for any costs, expenses, losses or other consequences arising from the customerinability or failure on the part of Buyer or any of its Affiliates to provide the Services for itself or to arrange for replacement services to be provided by third parties, in either case, from and after the expiration of Seller’s obligations hereunder to provide such Services.

Performance of Services. 8.1 In performing the Services the Loan Note Issuer Corporate Services Provider: 8.1.1 shall at all times act in accordance with all reasonable and proper directions, orders and instructions given by the Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the Loan Note Issuer of (ai) PROVIDER’s services under this Agreement are designed any provision of the Articles, (ii) any Regulatory Direction or Requirement of Law to meet which the needs of ROCK-IT and ROCK-IT’s customer under Loan Note Issuer may be subject or (iii) any agreement or instrument binding upon the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that Loan Note Issuer; 8.1.3 may rely upon the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT notice, communication or its customer. (b) The services required other document believed by ROCK-IT and it to be performed by PROVIDER, genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (though engaging such persons shall not relieve the Loan Note Issuer Corporate Services Provider from any duties or obligations under this Agreement) and may rely upon any advice so obtained and the cargo Loan Note Issuer Corporate Services Provider shall be protected and shall incur no liability in respect of any action taken, or omitted to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basistaken, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with such advice and the highest industry standards. Upon completioncosts of such advice or services shall be reimbursed to the Loan Note Issuer Corporate Services Provider in accordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 If required, the Cargo will Loan Note Issuer Corporate Services Provider may hold funds for and on behalf of the Loan Note Issuer with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be prepared maintained in segregated ledgers in the name of the Loan Note Issuer, as applicable; 8.2.2 any fees payable on such account shall be paid by the Loan Note Issuer Corporate Services Provider; 8.2.3 the Loan Note Issuer Corporate Services Provider shall not be obliged to withstand account to the normal rigors Loan Note Issuer, for any interest accrued on moneys accredited to the ledger in the name of transport via the mode of transportation selected by ROCK-IT.Loan Note Issuer; and (d) PROVIDER will 8.2.4 the Loan Note Issuer Corporate Services Provider shall not be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt any loss of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities funds held in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, accordance with photographs upon PROVIDER’s initial receipt of Cargothis Clause 8.2. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDERXxxxxxx agrees to safely perform the transportation and related services set forth in this Agreement and each Transportation Schedule without delay caused by anything in Carrier’s services control, and Carrier shall immediately communicate all occurrences, which would be probable or certain to cause delay, to Broker. Carrier warrants that under no circumstances will they broker, interline, assign, or sub-lease shipments moved under this Agreement are designed agreement to meet the needs of ROCK-IT another party and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that all shipments shall be transported in equipment operated by it under its authority, dominion and control. Should Carrier employ an subcontractor or other person for the terms and conditions performance of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that or any portion of the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT and hereunder to be performed by PROVIDERCarrier, with or without the express written consent of Broker, and the cargo whether or not such subcontractor is designated an owner-operator, a connecting carrier, and agent, an independent contractor or otherwise, Carrier shall be and remain liable to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics Broker pursuant to the Cargoterms, so as to withstand conditions and provisions of the rigors Agreement including, without limitation, liability for loss, damage or delay of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner any shipment in accordance with the highest industry standards. Upon completionprovisions of this Agreement, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documentingwhether such loss, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage damaged or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have delay occurred while the Cargo such shipment was in the possession of PROVIDER Carrier or such subcontractor or other person. Carrier shall pay any transportation charges of any such subcontractor or other person and will indemnify and shall defend Broker from and against any claims made by any such subcontractor or other person in connection with its provision of such service. It is Carriers responsibility to determine that the goods being shipped are in apparent good order and condition, to the extent that such is ascertainable through a visual examination of the exterior of the goods shipped, before loading and, in the event that they are not, Carrier will contact Broker for further instructions. Xxxxxxx is responsible for ensuring that all freight is counted and properly blocked and braced for transportation unless tendered to Carrier in a preloaded, sealed trailer, and Xxxxxxx is instructed not to break the seal(s) on the trailer. Xxxxxxx is responsible to maintain a continuous seal record and have the seal verified at delivery and such damage notation shall be noted on the bills of lading. Xxxxxxx is documented, with photographs upon PROVIDERresponsible to verify the count and condition at delivery and to notify Broker of any discrepancies in the count and/or condition promptly. Xxxxxxx’s initial receipt of Cargo. responsibility for verifying counts at loading and/or unloading under this paragraph shall remain even at customer facilities that provide loading and unloading (elumper) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges Carrier shall be solely responsible for the cargo shipped from the time Shipper releases it to Carrier until it is delivered and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT Consignee. Carrier shall be liable for any loss, damage, delay, claim or theft of the cargo. Xxxxxxx also assumes the liability of a motor carrier as provided in Title 49 of the United States Code and the US Code of Federal Regulations Carrier agrees to comply with specific instructions from Shipper or Consignee by way of Broker, and shall provide, when requested, protective services, multiple stops, direct dispatch, drop shipments, inside deliveries, spotting trailers, and expedited shipments. Carrier, at its sole cost and expense, shall employ for its services hereunder only competent and legally licensed personnel. Carrier shall not cause or permit any shipment tendered there under to be transported by any other motor carrier or in substituted services by railroad or other modes of transportation without the customerprior written consent of Broker.

Performance of Services. 3.1 Independent Contractor, in his/her sole discretion, shall determine the method, details and means of performing the Checking Services required by this Agreement. Such method, details and means shall only be subject to any specifications provided by a customer and/or client to VeriTES. VeriTES shall not have any right to control the means, manner or method of accomplishing the Checking Services to be provided by Independent Contractor. 3.2 Independent Contractor, in his/her sole discretion, may retain or employ employees, assistants or agents to perform the Checking Services under this Agreement. VeriTES shall not have the right to control, direct or supervise any employees, assistants or assigns retained by Independent Contractor to perform such Checking Services. 3.3 Because VeriTES is retained by its clients to provide reports containing information that is both location and time specific, Independent Contractor shall perform the Checking Services under this Agreement at such locations and at such times as dictated by VeriTES’s clients. Independent Contractor shall not be required to furnish a record of his/her time to VeriTES. 3.4 Independent Contractor shall provide his/her own supplies, tools, transportation, equipment and other materials as may be necessary to complete the Checking Services under this Agreement. Independent Contractor shall not be required to purchase or rent any supplies, tools, equipment or other materials from VeriTES. If Independent Contractor, and/or his/her employees, assistants, agents or assigns uses a motor vehicle in performing his/her services under this Agreement, Independent Contractor shall cause the motor vehicle to be insured. Independent Contractor hereby agrees that VeriTES shall not be liable to Independent Contractor, and hereby waives any claim against VeriTES, for any damages, injuries and liability arising out of Independent Contractor’s use of such motor vehicle. 3.5 Independent Contractor shall be free to perform, and this Agreement does not restrict him/her from performing, the same or similar Checking Services for any third parties during the term of this Agreement. 3.6 Independent Contractor shall assume full and complete responsibility for (a) PROVIDER’s services under this Agreement are designed to meet the needs payment of ROCK-IT all compensation and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions expenses of this Agreement apply to all services performed any employees, assistants or agents retained by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Independent Contractor to perform any services for ROCK-IT or its customer. the Checking Services, (b) The services all costs and expenses incurred by Independent Contractor in connection with the performance of this Agreement, including, without limitation, costs of equipment, fees, fines, licenses, bonds and/or taxes required of, or imposed against, Independent Contractor and all local, state and federal income taxes, unemployment insurance, social security, disability insurance, workers’ compensation and other applicable withholdings. 3.7 Independent Contractor shall obtain and maintain workers’ compensation insurance and property liability insurance covering his/her employees, assigns, assistants, agents and/or equipment and any other insurance required by ROCK-IT and law or necessary to be performed by PROVIDER, and perform the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITChecking Services under this Agreement. 3.8 VeriTES shall not (a) withhold any local, state or federal income taxes from any payments to Independent Contractor, (b) withhold any FICA (Social Security) taxes from any payments to Independent Contractor, (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargomake any state or federal unemployment insurance contributions on behalf of Independent Contractor, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documentingmake any disability insurance contributions on behalf of Independent Contractor, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to obtain any cargo security protocols workers’ compensation insurance on behalf of Independent Contractor or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT pay any costs or expenses incurred by Independent Contractor in connection with this Agreement. However, if VeriTES pays Independent Contractor more than $600.00 in any year, VeriTES will provide report those earnings to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customerInternal Revenue Service on a Form 1099.

Performance of Services. (a) PROVIDERUnless otherwise stated on the Buyer’s services under this Agreement are designed to meet order, Services will be performed at Seller’s own premises. In the needs case of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT and Services to be performed by PROVIDERat Seller’s own premises, and the cargo Buyer shall (unless Seller’s expressly agrees otherwise) be responsible for delivering any equipment, machinery or apparatus which are to be prepared for shipment the subjects of the Services to such premises at its own cost and by PROVIDER (“Cargo”) any date or within any timescale agreed with Seller. Following completion of the Services, Seller will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics deliver the subjects of the Services back to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner Buyer in accordance with the highest industry standardsversion of the Incoterms stated on the Buyer’s order or, if not stated, on an Ex Works basis from Seller’s own premises. Upon completionIf the Seller is unable to deliver the subjects of the Services at the Seller’s facility on the quoted delivery date, the Cargo Seller shall promptly notify the Buyer of the delay. The Seller and the Buyer shall then discuss in good faith mutually acceptable revised delivery dates. However, the Seller shall not be liable for any damages, interest, indemnification or penalty for late delivery under any circumstance. Any delivery obligation of Seller set forth in this Section 6 will be prepared automatically extended to withstand the normal rigors extent and for the duration that Seller is delayed or affected by events of transport via Force Majeure (as defined in Section 18 of this Agreement) or by the mode acts or omissions of transportation selected by ROCK-IT. (d) PROVIDER will the Buyer. In the case of Services performed at locations other than the Seller’s own premises, the Buyer shall ensure that Seller’s representatives are given access to such location at the pre- agreed times and that Seller’s personnel are provided with any required consents or permits. Unless Seller explicitly agrees otherwise, Buyer shall be responsible for documentingarranging, photographingat its own expense, for Seller’s personnel to be transported to and from any offshore location (including emergency or medical transportation), and providing all pertinent information for arranging for Seller’s representatives to ROCK-ITbe provided (free of charge) with any offshore accommodation and subsistence. Photos Buyer shall promptly inform Supplier if the performance of the Services will require Seller to itself provide any personal protective equipment, or tools, that would customarily be taken provided by PROVIDER immediately upon its receipt the recipient of Cargoservices such as the Services or the operator or charterer of the platform or vessel on which the Services are to be carried out. In either case, and prior to packaging/crating, and will be taken after any dates quoted by Seller for completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoServices are indicative only and not legally binding. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. 1.1 CMF shall provide Client with financial, operational, recruiting consulting and/or information technology services (acollectively, the "Services") PROVIDER’s services and written documentation and other work product ("Work Product") during the Term of its engagement as further described in Engagement Letters and Exhibit A attached hereto (which Exhibit A may be amended from time to time) and which shall set forth a description of the Services and Work Product to be provided, including the provision of service objective, deliverable(s), time for the project commencement, project management activities, status communication and completion (the Services and Work Product to be provided under each project, a "Project"). In the event of a specific conflict between Exhibit A and a provision of this Agreement are designed Agreement, Exhibit A shall control. 1.2 CMF shall provide employees, contractors and approved subcontractors (collectively, "CMF Personnel") who shall be qualified to perform the Services and deliver Work Product pursuant to the standards set forth in this Agreement. Should the performance of any CMF Personnel assigned to any Project not meet the needs standards of ROCK-IT performance in this Agreement, upon the mutual agreement of Client and ROCK-IT’s customer under the specified conditions set forth hereinCMF, CMF shall replace that person as soon as reasonably practical. PROVIDER agrees that the terms and conditions of this Agreement apply to all services All work performed by PROVIDER for ROCK-IT CMF's Personnel shall be in accordance with applicable industry standards and that any specifications pertinent to the terms of Services and this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Agreement. 1.3 CMF may utilize contractors or subcontractors to perform any services for ROCK-IT or part of its customerobligations under this Agreement. 1.4 CMF will appoint a Director, Managing Director or other responsible party for each Project whose duties shall include, without limitation (bi) The services management of all Services and Work Product to be delivered under the this Agreement and (ii) acting as a liaison between Client and CMF. While performing Services at the Client's facilities, CMF’s Personnel shall abide by all of Client's written safety, security and office rules and procedures which have been delivered to CMF. For Services being performed at the Client's facilities, the Client shall provide CMF’s Personnel with necessary access during normal business hours to its facilities and appropriate office space, computers, phones, printing, faxing, copying and similar office services. If required by ROCK-IT the Project, Client shall be responsible for providing, at its cost, a satisfactory communications link between its facilities and the applicable CMF facility. Client shall provide CMF’s Personnel with access and necessary login identifications for its mainframe environment and local area network, as applicable. 1.5 Client shall provide its own personnel and third party contractors to be performed by PROVIDERwork with CMF’s Personnel, as required, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basisotherwise shall provide necessary information, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s servicesmanagement, and those of its permitted subcontractors, will cooperation so that the Client's goals and requirements can be performed in a good achieved and workmanlike manner the Project can otherwise be completed successfully and in accordance with the highest industry standardsthis Agreement. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon Client acknowledges that insufficiency on its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation part with respect to such information is to pass through information received by ROCK-IT from the customerprovision of adequate personnel, third party contractors, information, management, cooperation or other reasonable requests may impact the timing and fees contained in this Agreement.

Performance of Services. CARRIER shall be solely responsible for controlling the method, manner, and means of accomplishing CARRIER’s Services. For purposes of this Agreement, “driver” shall mean those CARRIER employees, contractors, owner-operators under contract with CARRIER, employees of such owner- operators, or any other service providers of CARRIER assigned to operate motor vehicles providing transportation on behalf of CARRIER (asingularly, “Driver,” collectively, “Drivers”). CARRIER and its Drivers are responsible for ensuring that Shipments are transported in a timely manner, are not damaged in transit, and determining the appropriate route for transportation. Any navigational directions that BROKER offers to CARRIER or its Drivers are offered as a convenience only, and CARRIER and its Drivers shall have no obligation to follow such navigational directions. If the CARRIER elects to provide access to the BROKER’s mobile application or other electronic platform to its Drivers, any directions, instructions or other information provided through the BROKER’s mobile application or other electronic platform are provided by the CARRIER to the Driver. CARRIER, on behalf of itself and its Drivers, agrees to grant BROKER permission to track the location of Drivers (including by tracking location of Drivers’ devices) PROVIDER’s services and of CARRIER’S equipment and to share such location information with third parties, including SHIPPER. All interstate and foreign Shipments BROKER provides CARRIER for transportation under this Agreement are designed shall move pursuant to meet CARRIER’s operating authority even if the needs of ROCKDrivers assigned the Shipments have their own separate FMCSA-IT and ROCK-IT’s customer operating authorities. CARRIER shall transport all Shipments provided under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply without unreasonable delay and shall immediately communicate to BROKER all services performed by PROVIDER for ROCK-IT and occurrences that the terms of this Agreement control the relationship between the PARTIESmay cause delay in transit. This Agreement does not grant PROVIDER CARRIER an exclusive right to perform any services Services for ROCKBROKER or SHIPPER. CARRIER shall execute any necessary Uniform Intermodal Interchange and Facilities Access Agreement (UIIA) and SHIPPER-IT or its customerspecific UIIA addendum. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. CARRIER shall be solely responsible for controlling the method, manner, and means of accomplishing CARRIER''s Services. For purposes of this Agreement, "driver" shall mean those CARRIER employees, contractors, owner­operators under contract with CARRIER, employees of such owner­operators, or any other service providers of CARRIER assigned to operate motor vehicles providing transportation on behalf of CARRIER (asingularly, "Driver," collectively, "Drivers"). CARRIER and its Drivers are responsible for ensuring that Shipments are transported in a timely manner, are not damaged in transit, and determining the appropriate route for transportation. Any navigational directions that BROKER offers to CARRIER or its Drivers are offered as a convenience only, and CARRIER and its Drivers shall have no obligation to follow such navigational directions. If the CARRIER elects to provide access to the BROKER''s mobile application or other electronic platform to its Drivers, any directions, instructions or other information provided through the BROKER''s mobile application or other electronic platform are provided by the CARRIER to the Driver. CARRIER, on behalf of itself and its Drivers, agrees to grant BROKER permission to track the location of Drivers (including by tracking location of Drivers'' devices) PROVIDER’s services and of CARRIER''S equipment and to share such location information with third parties, including SHIPPER. All interstate and foreign Shipments BROKER provides CARRIER for transportation under this Agreement are designed shall move pursuant to meet CARRIER''s operating authority even if the needs of ROCK-IT and ROCK-IT’s customer Drivers assigned the Shipments have their own separate FMCSA­operating authorities. CARRIER shall transport all Shipments provided under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply without unreasonable delay and shall immediately communicate to BROKER all services performed by PROVIDER for ROCK-IT and occurrences that the terms of this Agreement control the relationship between the PARTIESmay cause delay in transit. This Agreement does not grant PROVIDER CARRIER an exclusive right to perform any services Services for ROCK-IT BROKER or its customerSHIPPER nor does it bind CARRIER to exclusively carry BROKER''s or SHIPPER''s Shipments or buy BROKER''s Services. CARRIER shall execute any necessary Uniform Intermodal Interchange and Facilities Access Agreement (UHA) and SHIPPER­specific UIIA addendum. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed Pursuant to meet the needs of ROCK-IT terms and ROCK-IT’s customer under subject to the specified conditions set forth herein, for each service listed on Schedule I (each, a “Service” and collectively, the “Services”), DMC shall provide, and the Majority Owner shall cause DMC to be provided, to Xxxx such Service during the Service Period (as such term is defined below). PROVIDER agrees Notwithstanding the contents of Schedule I, the DMC Parties agree to reasonably promptly respond to, and consider in good faith, any reasonable request by Xxxx for access to any additional services that are necessary for Xxxx to operate the terms Business which are not currently contemplated in Schedule I and conditions which DMC has the reasonable ability and assets to provide at such time, at a price to be agreed upon after good faith negotiations between the Parties (but which price shall at a minimum equal the cost to DMC to provide such requested additional services). Any such additional services so provided by DMC shall constitute Services under this Agreement and be subject in all respects to the provisions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerAgreement. (b) The services required by ROCK-IT and to be performed by PROVIDERDMC shall, and the cargo Majority Owner shall cause DMC to, perform the Services in good faith exercising a reasonable degree of care. Subject to be prepared for shipment by PROVIDER (“Cargo”) the other provisions of this Agreement, the Parties will be on “per engagement” basisreasonably cooperate with each other in all matters relating to the provision and receipt of the Services. Xxxx shall provide reasonable access during normal business hours to its and its Affiliates’ facilities, upon written request by ROCK-ITsystems and equipment as necessary or appropriate in connection with DMC’s provision of the Services in accordance with the provisions of this Agreement, subject to Xxxx’x physical security procedures. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics Notwithstanding anything herein to the Cargocontrary, so if any of the DMC Parties receives a notice or communication from any Payor, any Governmental Authority or any Governmental Health Care Program that the provision of any Service, any other action to be performed by the DMC Parties pursuant to this Agreement or any other arrangement pursuant to this Agreement (including the management arrangement pursuant to Article II) is prohibited by or in breach or contravention of any Law or Contract, the DMC Parties shall not be required to provide such Service, take such other action or participate in any such arrangement pursuant to this Agreement, as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s servicesapplicable, and those of its permitted subcontractorsmay immediately cease providing such Service, will in each case until such time as any such issue with any Payor, any Governmental Authority or any Governmental Health Care Program, as applicable, has been resolved; provided that in such case no additional Fees shall be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible payable for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation Service with respect to the period during which such information is Service has been suspended (unless to pass through information received by ROCK-IT from the customerextent the DMC Parties are unable to terminate or suspend the provision of such Services without incurring any cost, expense or other Liability).

Performance of Services. (a) PROVIDER’s Independent Contractor agrees to perform services under this Agreement are designed to meet for the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions Company as set forth herein. PROVIDER agrees that in Attachment A (the “Services”), pursuant to the terms and conditions of set forth in this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerAgreement. (b) The services required by ROCKIndependent Contractor agrees and represents that Independent Contractor possesses the requisite tools and equipment necessary to perform the Services. To the extent, however, that the Independent Contractor performs the Services at the Company’s offices or to the extent such Services require access to certain Company systems, the Company may, subject to security and other Company policy requirements, agree to provide the Independent Contractor with necessary access to such systems, including e-IT mail, telephone and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITvoice mail systems. (c) PROVIDER warrants Independent Contractor will determine the method, details, and represents that it has experience in crating and packaging goods similar in size and material characteristics means of performing the Services, subject to the Cargospecifications and limitations of the Company. The Company shall have no right to, so as to withstand and shall not, control the rigors manner or determine the method of transportation via accomplishing the mode selected by ROCK-IT. PROVIDERIndependent Contractor’s services, and those of its permitted subcontractors, will but the Company retains the right to control the overall objectives regarding the duties and/or work to be performed in a good and workmanlike manner in accordance with by the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITIndependent Contractor. (d) PROVIDER will be responsible for documentingIndependent Contractor may, photographingat the Independent Contractor’s own expense, and providing all pertinent information employ such assistants or employees as the Independent Contractor deems necessary to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of perform the required packagingServices. The purpose of Company shall not control, direct or supervise the photographs will be to document any patent defects, damage Independent Contractor’s assistants or abnormalities employees in the Cargoperformance of their services. Any damage identified at The Independent Contractor assumes full and sole responsibility for the time payment of all compensation and expenses of these assistants and employees and for any state and federal income tax, unemployment insurance, Social Security, disability insurance and other applicable withholdings. Independent Contractor agrees to defend, indemnify and save harmless the Cargo is loaded for transportation subsequent Company, its successors and assigns, from any and all claims or demands, including but not limited to packaging will the costs, expenses and reasonable attorneys' fees incurred on account thereof, that may be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documentedmade by Independent Contractor's assistants and employees, with photographs upon PROVIDER’s initial receipt of Cargoincluding under workers' compensation or similar acts. (e) PROVIDER will adhere Independent Contractor shall perform the Services at any place or location and at such times as the Independent Contractor shall determine, subject to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding specific requirements for the Cargo Services that may be provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customerIndependent Contractor.

Performance of Services. 3.1 Unless the Customer expressly instructs otherwise, the Supplier shall perform the Services along the Rail Replacement Route in accordance with these Terms and Conditions. Other than the fees set out in the Purchase Order, the Supplier assumes responsibility for all costs and charges including, without limitation, customs, duties, costs, taxes and insurance in the performance of the Services. 3.2 Time is of the essence in the Supplier’s performance of its obligations set out in the Purchase Order. The Customer will notify, either by phone or in writing, its request for the Supplier to perform certain Services. If the Supplier is able to provide the Services, it will be provided with a reference number to operate the Services. If the Supplier is unable to provide the Services, it shall immediately notify to the Customer of the fact. Notwithstanding the foregoing, if the Supplier is able to perform the Services but the Supplier’s timely performance under the Purchase Order is delayed or is likely to be delayed, it shall immediately notify to the Customer of the same. The Customer’s acceptance of the Supplier’s notice will not constitute the Customer’s waiver of any of the Supplier’s obligations. In the event that the Customer is notified that the Supplier is not able to commence the provision of the relevant Services, the Customer shall have no further obligation to the Supplier in respect thereof. 3.3 In performing the Services, the Supplier shall at all times (i) ensure that it employs drivers who hold a current valid Passenger Carrying Vehicle driving licence for the Bus(es) that they will be driving and carry a current Driver Qualification Card (DQC), (ii) provide all Buses and Supplier Personnel necessary for the provision of the Services (and such Supplier Personnel must have competent knowledge of the specified Rail Replacement Route); (iii) ensure that all Buses used in the provision of the Services are in a safe, serviceable and clean condition; (iv) comply with the requirements of any local laws and regulations relating to the performance of the Services including, without limitation, ensuring that the timetabling for the performance and delivery of the Services will be in the scope of the “Driving Time” laws as provided under EU Regulation 561/2006 (as may be varied from time to time) and complying with DiPTAC standards; (v) have appropriate insurance to cover the Supplier’s potential liabilities arising out of or in connection with the performance of the Services, such insurance policies to be underwritten by a reputable insurance company (and copies of such insurance to be provided to the Customer prior to the commencement of any work undertaken pursuant to these Terms and Conditions); (vi) ensure that it employs Supplier Personnel who are physically capable of undertaking their allotted tasks; (vii) ensure that, in the event of a breakdown of, or in the event of an accident caused by, a Bus, (a) PROVIDER’s services under this Agreement are designed the driver of the Bus notifies to meet the needs Contract Manager (or such other appropriate person as so determined by the Supplier) of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. same; (b) The services required by ROCKa replacement Bus is provided no later than forty-IT five minutes after the breakdown has occurred; and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants the Supplier shall procure the Contract Manager to contact the Customer Authorised Representative by telephone confirming the nature of the breakdown and represents that it a replacement Bus has experience in crating and packaging goods similar in size and material characteristics been sent to the Cargorelevant point; (viii) ensure that Eligible Customers are permitted to carry, so free of charge, all reasonable items of luggage on to the Bus, provided that such luggage (in the reasonable opinion of the driver of the Bus) does not obstruct the gangway or stairs or occupy seats and are not likely to be a danger or inconvenience to other Eligible Passengers; (ix) ensure that all drivers of the Buses complete, in full, a log card or record in respect of the operation of the Services and the Supplier emails such log card to xxxx.xxxx@xxxxxxxxxxxxx.xxx or faxed to Xxxx Xxxx on 0700 349 7081 (or such other person as notified to withstand the rigors of transportation via Supplier by the mode selected by ROCKCustomer from time to time) on the day the Services have been performed; and (x) ensure that all maintenance and drivers’ hours records are up-IT. PROVIDER’s services, to-date and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completionLaws and made available to the Customer (or to the TOC, as the Cargo will be prepared case may be) for inspection from time to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITtime. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. 8.1 In performing the Services the Loan Note Issuer Corporate Services Provider: 8.1.1 shall at all times act in accordance with all reasonable and proper directions, orders and instructions given by the Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the Loan Note Issuer of (ai) PROVIDER’s services under this Agreement are designed any provision of the Articles, (ii) any Regulatory Direction or Requirement of Law to meet which the needs of ROCK-IT and ROCK-IT’s customer under Loan Note Issuer may be subject or (iii) any agreement or instrument binding upon the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that Loan Note Issuer; 8.1.3 may rely upon the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT notice, communication or its customer. (b) The services required other document believed by ROCK-IT and it to be performed by PROVIDER, genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (though engaging such persons shall not relieve the Loan Note Issuer Corporate Services Provider from any duties or obligations under this Agreement) and may rely upon any advice so obtained and the cargo Loan Note Issuer Corporate Services Provider shall be protected and shall incur no liability in respect of any action taken, or omitted to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basistaken, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with such advice and the highest industry standards. Upon completioncosts of such advice or services shall be reimbursed to the Loan Note Issuer Corporate Services Provider in accordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 If required, the Cargo will Loan Note Issuer Corporate Services Provider may hold funds for and on behalf of the Loan Note Issuer with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be prepared maintained in segregated ledgers in the name of the Loan Note Issuer, as applicable; 8.2.2 any fees payable on such account shall be paid by the Loan Note Issuer Corporate Services Provider; 8.2.3 the Loan Note Issuer Corporate Services Provider shall not be obliged to withstand account to the normal rigors Loan Note Issuer for any interest accrued on moneys credited to the ledger in the name of transport via the mode of transportation selected by ROCK-IT.Loan Note Issuer; and (d) PROVIDER will 8.2.4 the Loan Note Issuer Corporate Services Provider shall not be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt any loss of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities funds held in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, accordance with photographs upon PROVIDER’s initial receipt of Cargothis Clause 8.2. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed GenStar shall not be obligated to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right hire new or additional employees to perform the Services. In addition, GenStar may contract with one or more third parties for the performance of any services for ROCKpart or all of the Services, provided that (i) Vascular Genetics gives its prior written approval of such delegation to such third party, (ii) the level of service provided by the third party is at least substantially equivalent to that to be provided by GenStar hereunder, and (iii) such third party enters into a non-IT or its customerdisclosure agreement acceptable to Vascular Genetics prior to the commencement of any such performance. (b) The services required by ROCK-IT and to be performed by PROVIDER, and In the cargo to be prepared for shipment by PROVIDER event that additional assets (“CargoAdditional Assets”) will must be on acquired in order to perform the Services, the acquisition of such Additional Assets is subject to the mutual agreement of both GenStar and Vascular Genetics. Without limiting the generality of the foregoing, Vascular Genetics must give its prior written approval to any and all costs and expenses incurred by GenStar associated with the acquisition, set up and validation of Additional Assets (such costs and expenses hereinafter referred to as “per engagement” basisIncurred Asset Expenses”), upon written request by ROCK-ITVascular Genetics agrees to reimburse GenStar in full for such Incurred Asset Expenses. (c) PROVIDER warrants Each of GenStar and represents that it has experience in crating and packaging goods similar in size and material characteristics Vascular Genetics agrees to provide to the Cargoother Party on a timely basis any and all information reasonably necessary for GenStar to provide the Services as set forth herein. Neither Party shall have any right to obtain any confidential or proprietary information of the other Party as the result of the Services provided hereunder. However, in the event that confidential or proprietary information of a Party is obtained by the other Party, such information so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will obtained shall be performed in a good and workmanlike manner treated in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITSection 8. (d) PROVIDER will be responsible During the term of this Agreement, Vascular Genetics and its representatives shall have the right, upon reasonable notice to GenStar, to make such visits to GenStar’s facilities where the Services are being performed during normal business hours for documentingthe purpose of assessing compliance with this Agreement. Vascular Genetics’ rights shall include the option to place a representative on-site (man-in-plant), photographingat its expense, during manufacturing and testing of materials to observe and audit all operations performed by GenStar. Vascular Genetics and its representatives also shall have the right to inspect and reference all relevant documents, files, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of records for the required packaging. The purpose of assessing compliance with this Agreement and any Services provided hereunder. Without limiting the photographs will foregoing, any representative(s) of Vascular Genetics located on-site at GenStar’s facilities shall be at Vascular Genetics’ expense and such representative(s) shall be subject to document any patent defects, damage or abnormalities in the Cargo. Any damage identified GenStar’s standard rules and procedures for visitors at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargofacilities. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. Xxxxxxx agrees to meet Xxxxxx’s distinct transit and pricing requirements agreed to by the parties from time to time after the Effective date as confirmed by the Brokers issuance of a Tender sheet, Pre-note, Rate Confirmation, Bill of Lading, Proof of Delivery or other load tender document that Broker may use from time to time (ahereinafter “Tender Document”). Additional service requirements of the Carrier are as follows: Broker does not expect or condone violations by carrier’s drivers of applicable safety regulations and hours of service (HOS). Broker relies on carrier and its drivers to adhere to HOS and other regulations and Xxxxxxx agrees that such regulations supersedes service instructions by shipper or Broker in the event of any conflict. Carrier shall transport Broker’s shipments without delay. Carrier shall immediately notify Broker of any likelihood of delay. Carrier shall transport all freight tendered by broker only on equipment operated under Carrier’s authority. Xxxxxxx shall comply with all of Broker’s reasonable shipping instructions communicated to Carrier, and to comply with all applicable provisions of any provincial, federal, state and/or local law or ordinance and all lawful orders, rules and regulations issued thereunder. Carrier shall obtain from the consignee a complete, signed delivery receipt for each shipment, and shall notify Broker immediately of any exception of any document. Carrier shall send Broker delivery receipts and bills of lading within twenty-four (24) PROVIDERhours of delivery, as Broker directs. If Broker requests Carrier to transport any shipment required to be placarded under DOT rules as a hazardous material, the additional provisions in Appendix A, including additional insurance requirements, shall apply for each shipment. Documents for each of Broker’s services under shipment shall name Xxxxxx and “broker” and Carrier as “carrier”. If there is a wrongly worded document, the parties will treat it as if it showed Broker as “broker” and Carrier as “carrier”. If there is a conflict between this Agreement are designed and any transportation document related to meet Brokers shipment, this document shall govern. Xxxxxxx is responsible for ensuring that all freight is properly blocked and braced for transportation to allow for the needs safe and damage-free delivery of ROCK-IT the goods and ROCK-IT’s customer under the specified conditions set forth hereinto avoid damage to other property. PROVIDER agrees Xxxxxxx is responsible to determine that the terms goods being shipped are in apparent good order and conditions condition, to the extent that such is ascertainable through a visual examination of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms exterior of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT and to be performed by PROVIDERgoods shipped, before loading, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded event that they are not, carrier will contact Broker for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargofurther instructions. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services 1.1. Performance of the Services contemplated under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth hereinwill begin on _ , 20 . 1.2. PROVIDER agrees that the terms and conditions The term of this Agreement apply will be for three (3) years from the date the Services are scheduled to all services performed by PROVIDER begin (the “Initial Term”) and will be automatically renewed for ROCK-IT and that additional three (3) year terms (the terms “Additional Terms”) unless either Party provides written notice to the other Party of such Party’s intention to not renew this Agreement control not less than ninety (90) days from the relationship between end of the PARTIESsuch Initial Term or Additional Term, as applicable. This Agreement does not grant PROVIDER an exclusive right to perform The Initial Term together with any services for ROCK-IT or its customerand all Additional Terms is the “Term.” (b) 1.3. The services required by ROCK-IT and to Services will be performed by PROVIDERat the following location(s) (the “Named Facilities”), and which are further described in the cargo Maintenance Schedule attached hereto as Exhibit A: 1.4. Xxxx-Xxxx agrees to be prepared furnish all trained personnel necessary for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand performance of the rigors of transportation via the mode selected by ROCK-ITServices. PROVIDER’s services, and those of its permitted subcontractors, The Services will be performed in a good manner that will fulfill the requirements of the Client, the standards of the Joint Commission on Accreditation of Healthcare Organizations (the “Joint Commission”), the Center for Medicare & Medicaid Services (“CMS”) and, applicable local, state, and workmanlike manner federal regulations. Client represents and warrants that the Named Facilities are free of asbestos and other hazardous materials outside the scope of this Agreement. Client agrees to hold Xxxx-Xxxx and Franchisees harmless from any and all liability resulting from any exposure of Xxxx-Xxxx personnel, Franchisee, or such Franchisee’s personnel to such hazardous materials. 1.6. Client agrees to supply all consumables (including, without limitation, paper goods, hand soaps and lotions, and trash and biohazard receptacle liners) necessary for the Services to be appropriately provided by Xxxx-Xxxx. Xxxx-Xxxx will care for all equipment and supplies owned and provided by Client in an appropriate and professional manner. Xxxx-Xxxx agrees to reimburse Client for replacement, at a cost level appropriate at the time of the loss, for any damages caused to Client’s equipment or supplies by the knowing or willful acts or omissions of any Xxxx-Xxxx representative. 1.7. All personnel assigned to provide the Services will be trained to clean and disinfect healthcare facilities, and in the proper use of equipment, chemicals, and supplies for such purpose. Client may be asked to facilitate training opportunities with the Client’s healthcare facility staff. Xxxx-Xxxx will supply Client with documentation of appropriate training for healthcare environments as well as annual competency evaluations appropriate to their job function. Xxxx-Xxxx agrees to undertake any reasonable additional training requested by Client. 1.8. All personnel assigned to provide the Services will be screened at Xxxx-Xxxx’x expense in accordance with the highest industry standardspolicies and procedures consistent with Client’s policies and practices, including, without limitation, to health evaluations for a physical exam with negative PPD, valid test results/titers within the past twelve months, criminal background checks, Hepatitis B series and 10 panel drug screening with negative results upon hire. 1.9. Upon completionClient will have the option, at Client’s sole discretion, to review a complete and current personnel file, including résumé or job application, a minimum of two professional references, and Office of Inspector General and General Services Administration search for any sanctions prior to the assignment of any personnel to a Named Facility. Client will also have the option to interview any Xxxx-Xxxx personnel prior to such personnel’s assignment to a Named Facility. 1.10. When reasonably required by Xxxx-Xxxx, the Cargo will be prepared Client agrees to withstand cover the normal rigors full cost for up to eight hours of transport via the mode of transportation selected by ROCKfacility and safety orientation for all Xxxx-ITXxxx personnel prior to such personnel’s assignment to a Named Facility. (d) PROVIDER 1.11. Xxxx-Xxxx personnel will be responsible for documentingadhere to all appropriate Xxxx-Xxxx and Client job descriptions and job function requirements, photographing, including Client’s environmental services and/or housekeeping policies and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/cratingprocedures, and will wear hospital-appropriate uniforms, to be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, supplied by Xxxx-Xxxx and color(s) and style(s) coordinated with photographs upon PROVIDERClient’s initial receipt of Cargospecifications. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER12.1 The location for performance of the Services may not be varied without ESPRIA’s services under this Agreement agreement and any variation may entail additional charges to the Customer. 12.2 Any dates quoted for performance of the Services are designed to meet approximate only and ESPRIA shall not be liable for any reasonable delay in performance howsoever caused. Time for performance shall not be of the needs essence. 12.3 ESPRIA may undertake, and the Customer may accept, partial performance of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth hereinServices. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed Each such performance shall constitute a separate Contract. Failure by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right ESPRIA to perform any services for ROCK-IT one or its customermore of the instalments in accordance with these Terms, or any claim by the Customer in respect of any one or more instalments, shall not entitle the Customer to treat the Contract as a whole as repudiated. 12.4 If ESPRIA fails to perform the Services for any reason other than a cause beyond ESPRIA's reasonable control or the Customer's default and, accordingly, ESPRIA is liable to the Customer, ESPRIA's liability shall be limited to (bI) The services required re-performing the Services on a date agreed between the parties or (ii) the excess (if any) of the cost to the Customer (in the cheapest available market) of procuring the provision of identical Services over the price of the Services. 12.5 ESPRIA shall not be liable in any way for the consequences of any delay in performance by ROCK-IT the Customer or for reasons beyond its reasonable control. An extension of time to perform its obligations shall be granted to ESPRIA arising from such delay. 12.6 It shall be the Customer’s responsibility to ensure that an impact review is undertaken in respect of the requirements of the Data Protection Act and where access to Systems containing Data of a personal or otherwise confidential nature, is needed, approval processes are in place to ensure that ESPRIA can be properly authorise to undertake the work required. 12.7 When performance is to take place at the Customer's premises the Customer shall be responsible for ensuring that a duly authorised person is present to acknowledge performance and to sign the service delivery note and/or job sheet. 12.8 Where Services are to be performed on-site, the Customer shall provide ESPRIA’s employees, agents and sub-contractors adequate access to the place of performance and free use of any necessary services or facilities. 12.9 Unless otherwise agreed, where travel to or from site takes more than one hour then such travel time is included in the period agreed for performance of the Services. 12.10 Signature by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) Customer of ESPRIA’s service delivery note or job sheet shall constitute acceptance of satisfactory performance of the Services. 12.11 The Customer will be on “per engagement” basisliable to reimburse ESPRIA for any loss and expense incurred caused by matters affecting the progress of the Services, upon written request by ROCK-ITincluding but not limited to the following: 12.11.1 ESPRIA not having received in due time instructions, drawings or details from the Purchaser or its agents. (c) PROVIDER warrants 12.11.2 The execution of other work by the Customer itself or by persons, firms or companies employed or otherwise engaged directly or indirectly by the Customer, such as its other sub-contractors or the failure to execute such works. 12.11.3 The supply by the Customer or by persons, firms or companies employed or otherwise engaged directly or indirectly or nominated by the Customer of materials, equipment and represents that it other items which the Customer has experience agreed to provide for the Services or the failure to supply. 12.11.4 Failure of the Customer to give in crating and packaging goods similar in size and material characteristics due time access to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITsite. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT12.11.5 Variations ordered by the Customer. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion 12.11.6 Suspension of the required packaging. The purpose of Services requested by the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoCustomer. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. PARTNERS warrants and agrees: (a) PROVIDER’s That it will render the advisory and consulting services and assume its responsibilities under this Agreement in accordance with high professional standards and high levels of expertise; that the personnel assigned to perform services under this Agreement are designed shall have the appropriate skills and expertise to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT efficiently perform such services; and that the terms in carrying out its responsibilities under this Agreement, PARTNERS hereby assures GOBM that its actions and performance of services hereunder are and shall be conducted in compliance with all applicable laws, rules and regulations, including but not limited to federal and state securities laws; and PARTNERS shall disclose to any and all parties with whom it deals in accordance with this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform agreement on behalf of GOBM any services for ROCK-IT and all of its interest in GOBM, whether direct, indirect, beneficial, contingent or its customer.otherwise; (b) The services required by ROCK-IT GOBM shall have no responsibility for the acts and conduct of PARTNERS hereunder, or its failure to be performed by PROVIDERact, such as in the filing of reports, forms or disclosures, and PARTNERS hereby agrees that it shall defend, indemnify and hold GOBM (which term for this Section 4(b) includes GOBM'S officers, directors, agents, shareholders, attorneys and representatives) harmless for and against any and all liabilities, actions, claims, suits, proceedings, demands, investigations, including costs, expenses and counsel fees, incidental to the cargo performance of services by PARTNERS hereunder or due to be prepared for shipment any failure of disclosure by PROVIDER (“Cargo”) will be on “per engagement” basisPARTNERS to third parties as to its interest in GOBM or as to information concerning GOBM or its failure to comply with all applicable federal and state securities laws, upon written request exchanges' and commissions' rules and regulations; provided such indemnity shall not apply to the extent any such liability arises from or is substantially attributable to the actions, negligence act or material omission by ROCK-IT.GOBM; (c) PROVIDER warrants That it shall not release any financial or other material information or data regarding GOBM without first providing same to and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors receiving prior approval of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT.GOBM; (d) PROVIDER will be responsible for documentingThat it shall not conduct meetings with financial analysts, photographingmerger, acquisition, joint venture, other business combination or investment candidates, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt potential and existing customers without informing and obtaining the approval of Cargo, and prior to packaging/crating, and will be taken after completion GOBM in advance of the required packaging. The purpose proposed meeting with the format or agenda of the photographs will such meeting and with complete copies of all reports and communications to be made available at any such meeting to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent be provided prior thereto to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo.GOBM; (e) PROVIDER will adhere That it shall not release any information or data about GOBM to any cargo security protocols pre-selected person or procedures required limited group of it by ROCK- IT people or under Applicable Law.other entity, in the event PARTNERS is or should have been aware that such information is material and has not otherwise been generally released; (f) ROCK-IT will provide to PROVIDER That it shall restrict or cease, as directed by GOBM, all public relations efforts, including all dissemination of information regarding GOBM immediately upon receipt of instructions to that effect from GOBM; and after notice by GOBM of a filing for a proposed public offering of its securities and during any period of restriction on publicity, PARTNERS shall not engage in any public relations efforts not in the Cargo provided normal course without written approval of securities counsel for GOBM and counsel for underwriters, if any; (g) PARTNERS shall not take any action which would in any way adversely affect the reputation, standing or prospects of GOBM or would cause GOBM to ROCKbe in violation of applicable law; (h) That it shall promptly supply GOBM prior to their use or dissemination with complete copies of all stockholder reports and communications; with all data and information to be supplied to any financial analyst, broker-IT by ROCK-IT’s customerdealer, which such market maker, or other member of the financial community and with all brochures or other materials relating to GOBM, its operations, management, product, services, finances, proposals, properties, and the like. PARTNERS shall inform GOBM in advance in writing as to the persons or institutions to whom release of any of the foregoing information will or communications are to be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customermade.

Performance of Services. (a) PROVIDERCARRIER shall be solely responsible for controlling the method, manner and means of accomplishing CARRIER’s services. CARRIER or its employees, agents, representatives, contractors, and subcontractors (collectively “Carrier Personnel”) are responsible for determining the appropriate route for transportation. Any route directions provided by BROKER to CARRIER are provided as a convenience only and CARRIER shall have no obligation to follow such routing directions. So as to allow BROKER to comply with Sender requests regarding shipment status, CARRIER shall provide contact information for any Carrier Personnel transporting cargo pursuant to this Agreement. (b) CARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth referenced herein. PROVIDER XXXXXXX agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to Services provided under this Agreement. (c) CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant PROVIDER CARRIER an exclusive right to perform any transportation related services for ROCK-IT BROKER or its customer. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents any Sender or other entity that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITretained BROKER. (d) PROVIDER will Any equipment used by CARRIER to transport cargo pursuant to this Agreement shall be responsible used exclusively for documenting, photographingsuch purpose while loaded with Sender cargo, and providing all pertinent information to ROCK-IT. Photos in no event will property of any other party be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities loaded on such equipment unless BROKER expressly consents thereto in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargowriting. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed to meet The Hirer may request GCS provide the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerServices. (b) The services required Where GCS is able to provide the Services requested, GCS must provide the Hirer with a Charge Rate and: (i) the Charge Rate may be transmitted to the Hirer verbally, or in writing by ROCK-IT email or facsimile; (ii) the Hirer must immediately notify GCS if it believes there is an error or misunderstanding about the Services required; (iii) the Charge Rate provided by GCS to the Hirer before the Services are commenced will apply to the provision of those Services unless GCS agrees in writing to change the Charge Rate; (iv) GCS must undertake and to be performed by PROVIDERperform the Services in accordance with the request and will provide, supply, or use Personnel in accordance with these Terms and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITConditions. (c) PROVIDER warrants These Terms and represents Conditions will be incorporated into every Assignment. (a) GCS will take all reasonable steps to ensure that it has experience Personnel are suitably skilled, experienced, trained and qualified for the respective duties associated with the agreed role(s) for which they are to perform for the Hirer. (b) In ensuring that Personnel are medically fit, suitably skilled, experienced, trained and qualified for the respective duties associated with the role(s) for which they are to perform for the Hirer: (i) GCS may on request and at the Hirer’s cost arrange pre-employment medical testing and drug and alcohol screening; (ii) The Hirer may require GCS at the Hirer’s expense to undertake pre-engagement assessments and training of the Personnel. (c) GCS must endeavour to act in crating good faith and packaging goods similar in size provide Services with due care, skill and material characteristics diligence according to the Cargobest professional standards, so as ethics and codes of conduct applicable to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITindustry. (d) PROVIDER will be responsible GCS may replace the Personnel with alternate Personnel from time to time, provided that: (i) the substitute Personnel are suitably skilled, experienced, trained and qualified for documenting, photographing, the duties; and (ii) GCS must provide as much notice as is practicable and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of reason for the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoreplacement. (ea) PROVIDER will adhere The Hirer may reject Candidates and direct GCS to select alternative Candidates for the Hirer’s consideration where GCS has failed to comply with clause 3.2(a). The Hirer must pay GCS all costs associated with rejection of a Candidate for any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Lawother reason. (fb) ROCK-IT will Except in the case of emergency or threat to life, property or health, the Hirer must immediately notify GCS if any Personnel acts in a manner unfit for their assigned duties, brings discredit upon the Hirer or causes nuisance or disruption to the Hirer, the Hirer’s business or the Client. (c) Except for Candidates for Permanent Placement, GCS must pay the Personnel pursuant to the terms agreed between GCS and the Personnel. Only GCS may terminate GCS employment of the Personnel. 3.4 The Hirer must provide GCS with sufficient notice of cancellation or postponement of Services that have not yet commenced to PROVIDER information regarding enable Personnel to be gainfully deployed elsewhere. If the Cargo provided to ROCK-IT by ROCK-IT’s customerHirer does not provide this notice as required then GCS may charge the Hirer as if the Personnel were engaged for the minimum work period under relevant industrial instruments, which such information as well as all costs wasted as a result of the cancellation including accommodation and travel. 3.5 On provision of Personnel, GCS will be relied upon PROVIDER entitled to payment for Services even if the Hirer is unable to utilise the Personnel for any reason. 3.6 The parties may at any time during an Assignment amend, add to or otherwise vary the scope of any Assignment by mutual agreement. GCS will be entitled to additional remuneration if the Variation requires additional Personnel, relocation of Personnel or additional travel expense for Personnel, additional training or any other reasonably incurred expense or disbursement on the part of GCS. GCS must promptly notify the Hirer of all applicable rates or fees relating to the Variation. 3.7 The Hirer must use their best endeavors to ensure that Personnel time sheets are authorized and sent to GCS by fax or email by 5pm each Monday during an Assignment. Time sheets must be provided weekly in quoting rates for services. PROVIDER acknowledges arrears. 3.8 GCS may subcontract the provision of the Services under these Terms and agrees that ROCK-IT’s sole obligation with respect to such information Conditions. (a) Where GCS is to pass through information received provide Candidates for Permanent Placement, the fee payable for each Candidate successfully placed with the Hirer will be the amount set out in Item 2 of Schedule 1. (b) Candidates submitted by ROCK-IT from GCS to the customerHirer for consideration (by resume or other introduction) for Permanent Placement will be associated to GCS for 3 months. Subject to clauses 3.10 and 3.11, if the Candidate is engaged by the Hirer, a Xxxxx’s Trading Entity, a Client, or a related entity of any of them whilst associated, then the Hirer must pay to GCS a Permanent Placement Fee for each Candidate engaged. (c) If a permanently employed Candidate is deemed unsuitable or leaves within 3 months of commencing employment with the Hirer, its Trading Entity, Client, or Related Entity then GCS will endeavour to replace the Candidate at no further charge to the Client. If no suitable replacement is found within 3 months of termination of the Candidate, the Permanent Placement Fee paid by the Hirer will be credited against any further fees payable to GCS less and administrative fee of $1,500. 3.10 If, without GCS prior written consent, the Hirer, a Hirer’s Trading Entity, the Client, or a related entity of any of them (Employing Entity) employs, engages or retains any Personnel or Candidate, offers to employ, engage or retain any Personnel or Candidate, intimates to any Personnel or Candidate that it would be prepared to employ, engage or retain any Personnel or Candidate, or encourages or induces any Personnel or Candidate to terminate their contract with GCS (Prohibited Conduct) during an Assignment or during a period of 12 months following the last Assignment performed by GCS for the Hirer, then the Hirer will immediately pay to GCS on demand a Permanent Placement Fee for each relevant Personnel or Candidate. 3.11 The Hirer must not at any time and under any circumstances directly or indirectly procure or attempt to procure the employment of any Candidates or Personnel or encourage the transition of Candidates or Personnel to an alternative contractor. 3.12 Clauses 3.9, 3.10 and 3.11 survive the termination of contractual arrangements between the parties.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions ‌ The Contractor is responsible for fully meeting all obligations set forth herein. PROVIDER agrees that in this Contract and for providing Service according to the terms and conditions of this Agreement apply Contract and any Authorized User Agreement. Contractor may utilize a company who has an ownership relationship with Contractor such as a parent company, subsidiary, predecessor entity, or other similarly related entity to provide Services according to the terms and conditions of this Contract and any Authorized User Agreement. The Contractor shall not be relieved of any responsibility under the Contract by any related company. Contractor may permit related companies to communicate with Authorized Users. Contractor must directly receive all services orders and payments from Authorized Users. Contractor must directly send all invoices to Authorized Users. Contractors must not authorize related companies to accept orders, send invoices, or receive payment from Authorized Users, or do any combination of the three. The Contractor shall be solely responsible to the State and Authorized User for the acts or defaults of its related company and of such related company’s officers, agents, and employees, each of whom shall for this purpose, be deemed to be the agent or employee of the Contractor. Any Services provided or furnished by a related company shall be deemed for purposes of the Contract to be provided or furnished by the Contractor. The Contractor shall inform each related company fully and completely of all provisions and requirements of the Contract. Contractor agrees that every such related company shall expressly stipulate that all labor performed by PROVIDER for ROCK-IT pursuant thereto shall strictly comply with the requirements of the Contract and that no related company shall impair the terms rights of this Agreement control the State or Authorized User or create any contractual relationship between the PARTIESrelated company and the State or Authorized User. This Agreement does not grant PROVIDER an exclusive right to perform any 6.13 CONTRACTOR STAFF‌ Maintenance staff who service the Contractor’s Network services for ROCK-IT or its customer. (b) The services shall possess the necessary qualifications, training, licenses, and permits as may be required by ROCK-IT and within the jurisdiction where the Services specified are to be performed by PROVIDERprovided or performed, and shall be legally entitled to work in such jurisdiction. All Business Entities that perform Services under this Contract shall, in performing the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basisServices, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargocomply with all applicable Federal, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s servicesState, and those of its permitted subcontractorslocal laws concerning employment in the United States, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCKlike Section 6-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion 109 of the required packaging. The purpose New York City Administrative Code and other local laws that establish a living wage, or Articles 8 and 9 of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoNew York State Labor Law that establish a prevailing wage rate. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. 8.1 In performing the Services the Issuer Corporate Services Provider: 8.1.1 shall at all times act in accordance with all reasonable and proper directions, orders and instructions given by the Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the Issuer of (ai) PROVIDER’s services under this Agreement are designed any provision of the Articles, (ii) any Regulatory Direction or Requirement of Law to meet which the needs of ROCK-IT and ROCK-IT’s customer under Issuer may be subject or (iii) any agreement or instrument binding upon the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that Issuer; 8.1.3 may rely upon the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT notice, communication or its customer. (b) The services required other document believed by ROCK-IT and it to be performed by PROVIDER, genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (though engaging such persons shall not relieve the Issuer Corporate Services Provider from any duties or obligations under this Agreement) and may rely upon any advice so obtained and the cargo Issuer Corporate Services Provider shall be protected and shall incur no liability in respect of any action taken, or omitted to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basistaken, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with such advice and the highest industry standards. Upon completioncosts of such advice or services shall be reimbursed to the Issuer Corporate Services Provider in accordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 If required, the Cargo will Issuer Corporate Services Provider may hold funds for and on behalf of the Issuer with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be prepared maintained in segregated ledgers in the name of the Issuer, as applicable; 8.2.2 any fees payable on such account shall be paid by the Issuer Corporate Services Provider; 8.2.3 the Issuer Corporate Services Provider shall not be obliged to withstand account to the normal rigors Issuer for any interest accrued on moneys credited to the ledger in the name of transport via the mode of transportation selected by ROCK-IT.Issuer; and (d) PROVIDER will 8.2.4 the Issuer Corporate Services Provider shall not be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt any loss of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities funds held in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, accordance with photographs upon PROVIDER’s initial receipt of Cargothis Clause 8.2. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDERCARRIER shall be solely responsible for controlling the method, manner and means of accomplishing CARRIER’s services. CARRIER or its employees, agents, representatives, contractors, and subcontractors (collectively “Carrier Personnel”) are responsible for determining the appropriate route for transportation. Any route directions provided by BROKER to CARRIER are provided as a convenience only and CARRIER shall have no obligation to follow such routing directions. So as to allow BROKER to comply with Sender requests regarding shipment status, CARRIER shall provide contact information for any Carrier Personnel transporting cargo pursuant to this Agreement. (b) CARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER XXXXXXX agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to Services provided under this Agreement. (c) CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant PROVIDER CARRIER an exclusive right to perform any transportation related services for ROCK-IT BROKER or its customer. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents any Sender or other entity that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITretained BROKER. (d) PROVIDER will Any equipment used by CARRIER to transport cargo pursuant to this Agreement shall be responsible used exclusively for documenting, photographingsuch purpose while loaded with Sender cargo, and providing all pertinent information to ROCK-IT. Photos in no event will property of any other party be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities loaded on such equipment unless BROKER expressly consents thereto in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargowriting. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. UA agrees: (a) PROVIDER’s services under this Agreement are designed to meet perform the needs of ROCK-IT Services (i) in a competent and ROCK-IT’s customer under reasonable manner consistent with the specified conditions set forth herein. PROVIDER agrees that professional standards generally applicable to such Services; (ii) in strict accordance with the terms and conditions of this Agreement apply to and the Service Agreement Obligations (including all services performed by PROVIDER for ROCKapplicable flow-IT downs from the Medicare Regulations) and that (iii) in full compliance with all applicable federal, state, and local laws, rules, regulations, ordinances and regulatory guides (collectively, the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer.“Legal Requirements”); (b) The services required by ROCK-IT to provide appropriate oversight and to be performed by PROVIDERsupervision of UA employees, interns and the cargo to be prepared for shipment by PROVIDER any subcontractors who perform Services (“CargoService Personnel”) will be on “per engagement” basisand, upon written request by ROCK-IT.except if they conflict with the UA Staff Personnel Policy Manual, UA Handbook for Appointed Personnel, UA Alcohol and Policy Regulations and or other policies applicable to Service Personnel, comply with requirements of the Service Agreements with respect to the hiring, evaluation and performance of Service Personnel; (c) PROVIDER warrants and represents that it has experience not to subcontract or delegate its obligation to perform any portion of the Services hereunder without the Company’s prior written consent in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-ITeach instance. PROVIDER’s servicesEach approved subcontractor shall be subject to, and those UA shall ensure that each approved subcontractor complies with, all the terms applicable to UA under this Agreement, provided that UA shall be responsible and retain liability for the performance of its permitted subcontractors, all obligations of UA under this Agreement and any breach thereof by any subcontractor; (d) to ensure that the Services will be performed using staff that are fully qualified and trained and, to the extent required by law or the Service Agreements, licensed and are able to complete the Services in a good professional and workmanlike lawful manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo.Legal Requirements; (e) PROVIDER will adhere to any cargo security protocols or procedures allocate sufficient numbers of employees and work hours to perform the Services and to use its reasonable efforts to ensure that all Services are performed in strict compliance with this Agreement, the Service Agreements and all Legal Requirements. UA shall operate the MMC and perform all Services during all hours required of it by ROCK- IT or under Applicable Law.the Service Agreements; (f) ROCK-IT will to meet with the Company from time to time to consider personnel deployment and whether staffing levels and hours of operation are sufficient in order to meet the requirements of the Service Agreements; (g) to assist the Company in developing protocols and procedures (i) for dealing with complaints from Members (as defined in Exhibit B), healthcare personnel and caregivers concerning the quality of service being provided by UA and (ii) designed to ensure and evaluate the quality of clinical and technical performance; and (h) to enable the Company to utilize external monitoring of interactions between Service Personnel and Members, caregivers and Providers, so long as prior notice has been given to and authorized by UA. (i) to provide support for CMS Part C and Part D data validation audits to PROVIDER information regarding ensure that all clients receiving services from University during the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to 2013 program year pass through information received by ROCK-IT from the customer2014 data validation audits.

Performance of Services. (a) PROVIDER’s Section 2.1 AUDITOR shall perform all services and duties pursuant to this Agreement in a professional and timely manner, at the direction of the Controller, or his/her designee. All directives, instructions, or other communications from MNWD to AUDITOR shall be through only the Controller, or his/her designee. Section 2.2 AUDITOR agrees shall promptly notify MNWD of any anticipated delays or causes or casualties beyond AUDITOR'S control which may affect the work schedule. In the event the time for completing the Scope of Work is projected to be exceeded due to circumstances beyond the control of AUDITOR, AUDITOR shall have an additional amount of time to be agreed upon in writing between the parties pursuant to Section 1.1 and an executed addendum, in which to complete the work. AUDITOR shall not begin work on any services pursuant to this Agreement until receipt of MNWD'S written direction to proceed. Upon receipt of such notice, AUDITOR shall immediately commence the services described in Exhibit A. Section 2.3 AUDITOR shall provide all personnel necessary to properly perform the services and duties required under this Agreement Agreement, and shall at all times direct such personnel in the performance of such services and duties. Auditor’s Controller shall serve as the principal liaison between MNWD and AUDITOR. Section 2.4 AUDITOR shall not subcontract any of the Services without the prior written consent of MNWD. Section 2.5 MNWD shall provide or make available to AUDITOR at no cost, all information, data, records, maps, reports, plans, equipment, or other material in its possession and other information reasonably required by AUDITOR for carrying out the services and duties contemplated under this Agreement. Section 2.6 AUDITOR will furnish to MNWD the agreed upon audit reports, opinions and supporting documents. These instruments of service are designed to meet furnished for MNWD’s use in connection with the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of project or work provided for in this Agreement apply and shall become MNWD’s property upon receipt. All documents and information generated by AUDITOR pursuant to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does shall remain confidential and shall not grant PROVIDER an exclusive right to perform any services for ROCK-IT be copied, distributed, or its customer. (b) The services required otherwise provided or referenced by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere AUDITOR to any cargo security protocols third parties other than with MNWD’s written consent, or procedures required as compelled by order of it by ROCK- IT or under Applicable Lawcourt. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s Carrier agrees that it is an independent contractor under this Agreement. The Parties understand and agree that the relationship between the Parties is and will remain that of independent contractors and that no employer-employee, franchisor-franchisee, or principal-agent relationship exists or is intended. Carrier agrees that it has complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the transportation services provided under this Agreement are designed to meet (the needs “Services”). Additionally, Carrier (through its driver) shall be solely responsible for controlling the method, manner and means of ROCK-IT and ROCK-IT’s customer under accomplishing the specified conditions set forth herein. PROVIDER Services, including route selection. (b) Carrier agrees that the terms and conditions of this Agreement apply applies to all services performed shipments handled by PROVIDER Carrier for ROCK-IT Broker. This Agreement and that the terms of this Agreement applicable Rate Sheet or EDI Shipment Info control the relationship between the PARTIESParties as to each individual transaction. The Carrier’s tariff, terms and conditions, service guide, xxxx of lading, and similar documents do not apply to the Services. Notwithstanding the foregoing, the xxxx of lading shall apply to the Services solely in the limited capacity described in Section 5 below. (c) Carrier shall transport all shipments without delay. This Agreement does not grant PROVIDER Carrier an exclusive right to perform any services for ROCK-IT Broker or its customer. the entity that has retained Broker (b) The services required hereinafter, the “Customer”). If the applicable Broker uses EDI, the Carrier agrees that any load tendered through EDI by ROCK-IT and that Broker to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) Carrier will be on “per engagement” basisconsidered accepted upon Carrier’s electronic receipt of the EDI transfer for such load. Otherwise, upon written request if EDI is not utilized by ROCK-IT. (c) PROVIDER warrants and represents the Broker, then Carrier agrees that any load tendered to it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, Broker will be performed in considered accepted upon Broker’s receipt of a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITsigned Rate Sheet from Carrier. (d) PROVIDER Carrier’s drivers will be responsible for documentingregister with MacroPoint, photographingif required by shipper, and providing all pertinent information at time of pick up to ROCKfacilitate automated check-ITcalls. Photos Failure of Carrier’s drivers to comply will be taken by PROVIDER immediately upon its receipt result in a charge back of Cargo, and prior to packaging/crating, and will be taken after completion of $50 per day until the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, Carrier’s driver registers with photographs upon PROVIDER’s initial receipt of CargoMacroPoint. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDERCARRIER shall be solely responsible for controlling the method, manner and means of accomplishing CARRIER’s services. CARRIER or its driver are responsible for determining the appropriate route for transportation. Any route directions provided by BROKER to CARRIER are provided as a convenience only and CARRIER shall have no obligation to follow such routing directions. So as to allow BROKER to comply with Customer requests regarding shipment status, CARRIER shall provide contact information for any driver transporting cargo pursuant to this Agreement. XXXXXXX’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER XXXXXXX agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, bill of lading, or similar documentation apply to services provided under this Agreement. CARRIER shall transport all shipments provided under this Agreement without delay, and all occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by CARRIER. This Agreement does not grant PROVIDER CARRIER an exclusive right to perform any transportation related services for ROCK-IT BROKER or its customer. the entity that has retained BROKER (b) The services required hereinafter, the “Customer”). Any equipment used by ROCK-IT and CARRIER to transport cargo pursuant to this Agreement shall be performed by PROVIDERused exclusively for such purpose while loaded with Customer cargo, and the cargo to in no event will property of any other party be prepared for shipment by PROVIDER (“Cargo”) will be loaded on “per engagement” basis, upon written request by ROCK-ITsuch equipment unless BROKER expressly consents thereto in writing. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDERCARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER CARRIER agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, xxxx of lading, or similar documentation apply to perform any services for ROCK-IT or its customerprovided under this Agreement. (b) The services required by ROCK-IT and to be performed by PROVIDERCARRIER shall transport all shipments provided under this Agreement without delay, and the cargo all occurrences which would be probable or certain to cause delay shall be prepared for shipment immediately communicated to BROKER by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITCARRIER. (c) PROVIDER warrants CARRIER shall, at its sole cost and represents that it has experience in crating and packaging goods similar in size and material characteristics to expense: i. Furnish all equipment necessary or required for the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those performance of its permitted subcontractorsobligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; ii. Pay all expenses related, will be performed in a good and workmanlike manner in accordance any way, with the highest industry standards. Upon completionuse and operation of the Equipment; and iii.Maintain the Equipment in good repair, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITmechanical condition and appearance. (d) PROVIDER will CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/cratingensuring, and will be taken after completion of the required packaging. The purpose of the photographs will be ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to document any patent defectsperform services hereunder, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo and that such personnel have access to all locations into which access is loaded for transportation subsequent necessary to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoperform services under this Agreement. (e) PROVIDER will adhere CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any cargo security protocols or procedures required of party that it by ROCK- IT or under Applicable Lawis anything other than an independent contractor in its relationship to the other Party. (f) ROCK-IT will provide CARRIER shall be solely responsible for its day to PROVIDER day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information regarding the Cargo provided to ROCK-IT by ROCK-ITfrom BROKER or BROKER’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation customer with respect to such information any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. CARRIER shall maintain records of its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that CARRIER will inspect or hire a service representative to pass through information received inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the records of each inspection for at least one year. Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by ROCK-IT the BROKER or the Shipper for its failure to do so. The CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from the customerCARRIER’s records upon request.

Performance of Services. a. Control Union’s standard services may include all or any of the following (ahereinafter: the "Services"): Audit and Approval of products, processes, services, processing and/or production units or management systems of the Clientl stated in the Service Agreement (hereinafter: the "Object") PROVIDER’s services under this according to the applicable Documents (as mentioned in the Service Agreement). audits are defined to include: assessments, audits, inventories or surveillance. b. Control Union will provide the Services as further stipulated in the Service Agreement are designed to meet for the needs approval of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that Object in accordance with the terms and conditions set out in the Service Agreement and the Documents (including these ToC). The Client acknowledges that any Services provided by Control Union are performed within the limits of the scope of services agreed upon between the Parties. c. In performing the Services under the Service Agreement, Control Union will employ professional personnel with the skills, experience and competence in order to execute the Services in an appropriate way. d. Control Union reserves the right to delegate the performance of its obligations under the Service Agreement to any of its affiliates and/or reputable service provider (hereinafter: the "Sub-Contractor(s)"), provided, however Control Union shall be and remain fully responsible for the acts, omissions and defaults of any duly appointed Sub-Contractor as if they were the acts, omissions or defaults of Control Union. Control Union may disclose to its Sub-Contractors any Confidential Information (as defined below) necessary to perform the Services. e. Control Union will conduct announced and/or unannounced audits at least once a year. All costs related to additional audits that Control Union performs or performs at its sole discretion will be covered by the Customer's account. These costs will be based on the annual fee agreed by and between Control Union and the Client and will be charged on the basis of costs actually incurred. f. The Client shall duly provide all cooperation reasonably required for the proper and timely execution of the assessment and shall provide full access to all information and facilities that relate to the scope of this Agreement apply Service Agreement. The Client shall make all required arrangements for the accomplishment of the assessment activities. The Client shall duly make available to Control Union any and all services performed by PROVIDER for ROCK-IT information and documents that Control Union deems necessary, in the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT specified form and to be performed by PROVIDERmanner, and shall guarantee the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basiscorrectness, upon written request by ROCK-IT. (c) PROVIDER warrants completeness and represents reliability of said information and documents and guarantee that it has experience such information or documentation is not misleading in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-ITany respect. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will The Client shall be responsible for documentingany damages (direct-indirect, photographingnegative-positive) that Control Union may incur due to incomplete, fake and misleading information and documents to be submitted by the Client, and providing therefore, if Control Union shall in no way be liable if it cannot perform the Service. In addition, Client will not provide access to all pertinent information areas, buildings and units covered by the assessment without prior notice to ROCK-ITControl Union and parties involved in the approval process (see 3.6) and will arrange personnel and equipment to perform assessment activities. Photos will be The Client shall ensure that all necessary measures are taken by PROVIDER for safety and security of working conditions, sites and installations during the performance of the assessment. It shall take all necessary steps to eliminate or remedy any obstructions to or interruptions in the performance of the assessments and immediately upon its receipt inform Control Union in advance of Cargoany known hazards or dangers, actual or potential, associated with any order or samples or testing including, for example, presence or risk of radiation, toxic or noxious or explosive elements or materials, environmental pollution or poisons. g. Control Union takes reasonable steps to ensure that the Client complies with all health and safety regulations in the performance of the Services located on the Client’s premises, provided that the Client notifies Control Union fully, in a timely manner, and appropriately prior to packaging/crating, and will be taken after completion the commencement of the Services (these regulations do not prevent the correct performance of the Service). h. If so required packagingby the Documents for the purpose of verification, samples for analysis must be made available by the Client and must be placed free of charge at the Control Union’s disposal. Control Union will not hold any responsibility for the accuracy of the results of such analyses. i. Control Union specifically disclaims any representations or warranties, expressed or implied regarding the Services, including any implied warranties arising from course of dealing or course of the performance of the Services. The purpose of the photographs will be to document any patent defects, damage or abnormalities representations and warranties set forth in the Cargo. Any damage identified at Service Agreement (including these ToC) are the time the Cargo is loaded for transportation subsequent to packaging will only warranties made by Control Union and shall not be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDERenlarged or diminished without Control Union’s initial receipt of Cargoprior written consent. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Lawj. Control Union is neither an insurer nor a guarantor and disclaims all liabilityin such capacity. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services PEAK6 shall render the Services in a timely and professional manner reasonably consistent with industry standards. PEAK6 shall provide and devote to the performance of the Services under this Agreement such employees, agents and partners of PEAK6 as PEAK6 deems appropriate or necessary in order to furnish the Services to the Company in accordance with this Agreement. In performing the Services, PEAK6 agrees to provide its personnel and their computer and related equipment at its own expense and the Company would be responsible for payment of other costs and/or expenses of acquisition, implementation, negotiation, vendor retention, media buy and oversight and management with respect to other services that may be recommended by PEAK6. The Company shall make its facilities and equipment available to PEAK6 as reasonably necessary in connection with the Services. PEAK6 may not subcontract or otherwise delegate its obligations under this Agreement without the Company’s prior written consent (upon the approval of a majority of the members of the Board), which may not be unreasonably withheld, conditioned or delayed; provided, further, that in the event personnel of PEAK6 are designed terminated that were providing Services hereunder, PEAK6 may subcontract the Services such individual had been providing until PEAK6 hires a replacement (and PEAK6 shall be responsible for the performance of such Services by such subcontractor under this Agreement to meet the needs same extent that PEAK6 would have been responsible for the performance of ROCK-IT such Services under this Agreement had PEAK6 performed such Services itself); provided, further, that it is acknowledged that PEAK6 may recommend the hiring by the Company, at the Company’s expense, of subcontractors, rather than employees, to fill positions at the Company and ROCK-ITthe retention of such subcontractors would not be deemed the use of a subcontractor by PEAK6 hereunder. Any individual hired by the Company as an employee or contractor at the recommendation of PEAK6 (including the Chief Executive Officer or Chief Technology Offer, as referenced below in Section 2) shall enter into the Company’s customer under standard proprietary information and invention assignment agreement for employees and contractors. For any work performed on the specified conditions set forth hereinCompany’s premises, PEAK6 shall comply with all reasonable and generally applicable security, confidentiality, safety and health policies of the Company. PROVIDER PEAK6 agrees that in performing the terms and conditions Services, in the absence of this Agreement apply approval from the Board (through budget approval or otherwise), it may not cause the Company to all services performed incur expenses or obligations that would cause the Company to have less than $5,000,000 of cash or cash equivalents on hand (the “Expenditures Limit”); provided, however, that (i) the Expenditures Limit shall not be reduced by PROVIDER any amount paid in cash by the Company to the former equity holders of Smooch Labs Inc. (“Smooch”) for ROCK-IT and that earnout payment pursuant to the terms of this that certain Agreement control and Plan of Merger by the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer. (b) The services required by ROCK-IT and to be performed by PROVIDERCompany, Smooch and the cargo former equity of Smooch; and (ii) this sentence shall not in any way limit or impair the payment of the Management Fee to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basisPEAK6 and, upon written request by ROCK-IT. (c) PROVIDER warrants and represents in the event that it has experience this limitation in crating and packaging goods similar in size and material characteristics to the CargoServices applies, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will PEAK6 shall not be responsible or liable for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargolimited Service. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement a. ISO hereby reserves the right to determine the method, manner and mean by which the ISO performs the Services, as well as the order and/or sequence in which the Services are designed to meet performed, which are performed with the needs sole discretion of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that ISO, provided that, the terms and conditions of this Agreement apply to all services Services are performed by PROVIDER for ROCK-IT and that in accordance with the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerAgreement. (b) The services required by ROCK-IT and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER b. ISO hereby acknowledges and agrees that ROCK-ITCompany shall not be required to furnish or provide any training to the ISO to enable the ISO to perform the Services. The Services shall be provided by the ISO and/or its employees, representatives, affiliates and/or agents and Company shall not be required to hire, supervise or pay any persons or entities that perform the Services for, with, or on behalf of ISO. The Parties acknowledge and agree that the ISO shall not be required to devote the ISO’s full time to the performance of the Services. The Parties acknowledge and agree that this Agreement shall not prohibit the ISO from performing services for others except as expressly restricted herein. ISO hereby agrees and acknowledges it shall not be the only or exclusive promoter of the Program and Company may retain the services of other independent service organizations to promote the Program and refer merchants. c. During the Term hereof, ISO shall devote as much time as is necessary to carry out his/her duties hereunder. ISO shall use his/her best efforts to provide the Services for Company. At all times during the Term of this Agreement, ISO shall act in a professional and ethical manner and in conformity with all applicable laws, statutes, ordinances, codes, rules and regulations (hereinafter referred to collectively as “Laws”) relating to ISO’s duties and actions hereunder. d. ISO hereby agrees and acknowledges that Company shall have the sole, absolute, and exclusive right to authorize, accept, ratify, decline or finalize any Merchant Agreement and include a Merchant in the Program. Company may, at its sole obligation and absolute discretion, decline to accept any Merchant into the Program for any or no reason whatsoever. ISO shall in no way, directly or indirectly, and under no circumstance: (i) represent, in any way, that ISO has any right to accept or decline an application to be submitted to Company by a Merchant, (ii) represent that ISO has the right to modify, accept or decline any Merchant Agreement, and, (iii) bind Company or any of its subsidiaries and/or affiliates legally or otherwise. e. In the course of carrying out its obligations hereunder, ISO shall clearly identify itself with respect its own corporate name and take care that no third party, including Merchants, are led to such information is to pass through information received by ROCK-IT from the customer.believe that ISO or any of ISO’s representatives, affiliates employees, agents, contractors, or principals are employed by, or agents of, Company

Performance of Services. 3.5.1 Provider shall provide the Services to Customer and Customer’s Affiliates designated on Exhibit A of Schedule B or any other Affiliate agreed to in writing by Provider, in accordance with this Agreement from and after the Effective Date, including all Schedules and Exhibits thereto, including Schedule C, Schedule D, Schedule E and Schedule F. In addition, Provider will perform the Services in accordance with the Transition Plan, the Procedures Manual to be created by Provider and Customer pursuant to Section 3.6.7 hereof, and Customer’s commercially reasonable safety, security, environmental, health policies and procedures made known to Provider, and all Applicable Laws. Without limiting the generality of the foregoing, the Services are segregated into separate areas of Service (aeach area of Service, a “Function”) PROVIDER’s services with each such Function described in Schedule B. 3.5.2 Notwithstanding anything to the contrary herein contained, Provider shall be responsible for all commercially reasonable tasks and responsibilities required to perform the Functions identified in the Statements of Work without regard to whether such tasks and responsibilities are described in Schedule B, other than the Retained Tasks. For clarity, Provider shall not be responsible for the performance of, and Customer shall be responsible for the performance of, the Retained Tasks. 3.5.3 The Customer will, at its sole cost and expense, be responsible for obtaining all Required Consents for Provider to perform the Services and meet its other obligations under this Agreement Agreement; provided, however, that, upon Customer’s reasonable request, Provider will cooperate with Customer in obtaining such Required Consents. Pending the receipt of such Required Consents, Provider shall, implement such alternative approaches and workarounds as are designed necessary for Provider to meet perform the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that Services in accordance with the terms of this Agreement control and meet its other obligations arising under this Agreement, all at the relationship between cost and expense of the PARTIESCustomer. 3.5.4 During the Term, Customer agrees to procure, and cause its Affiliates designated in Exhibit A of Schedule B or any other Customer Affiliate agreed to in writing 3.5.5 by Provider to procure, solely and exclusively from Provider, the Services indicated in Exhibit A of Schedule B for Customer and its Affiliates in Exhibit A of Schedule B, as such Services are described in more detail in Schedule B-1, Schedule B-2 and Schedule B-3, provided that neither MPG, MCC or any applicable Affiliate of MPG and MCC shall be bound by this Section 3.6.4 to the extent that there is a change of Control in such entity. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT In addition, Customer shall comply, through itself or its customer.Affiliates, with the provisions of payment of the Minimum Charge Commitment set forth in Section 2.6 of Schedule E. To enable the Provider to plan its resources, the Customer shall give to the Provider on a monthly basis a six (6) monthly rolling forecast of the Services required by the Customer and/ or its Affiliates designated in Exhibit A of Schedule B or any other Customer Affiliate agreed to in writing by Provider. The said forecast shall be binding on the Customer for the volumes and related Charges, subject to a variation of +/- 10%. Accordingly, during the Term, Customer agrees to pay Provider the higher of: (a) each Anniversary Commitment of the Minimum Charge Commitment stated in Section 2.6.1 of Schedule E; (b) The services required the volume of Services as per the forecasts given by ROCK-IT and the Customer to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-IT.Provider; or (c) PROVIDER warrants Charges for Services rendered under this Section 3.6.4 of the MSA in accordance with Section 2.1 of Schedule E (subject to Section 2.2.3 of Schedule E). 3.5.6 Provider may only perform the Services from sites and represents Facilities described in the attached Schedules or as otherwise approved by Customer, which approval shall not be unreasonably withheld or delayed. As of the Effective Date, Customer has approved the performance of Services from the following locations: the National Capital Region of Delhi, India and Augusta, Georgia, USA. 3.5.7 In connection with the foregoing, during the Term of this Agreement and for a period of twenty-four (24) months thereafter, Provider agrees that it has experience will not directly or indirectly solicit or encourage, or attempt to solicit or encourage, any customers of Customer or Customer’s Affiliates in crating the media industry to cease conducting business with or reduce the amount of business conducted with Customer or such Affiliates of Customer. 3.5.8 Provider agrees to perform the Services and packaging goods similar in size and material characteristics to process the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner transactions therein in accordance with the highest industry standardsgeneral or special guidelines, norms and instructions provided to Provider by Customer, or as otherwise set forth in the Procedures Manual (“Processing Norms”). Upon completion, Provider and Customer shall create such Procedures Manual with procedures described therein and any changes thereto being mutually agreed upon by Customer and Provider. Provider and Customer shall complete the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and initial Procedures Manual prior to packaging/crating, and will be taken after the completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoTransition Services. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed Buyer hereby engages and retains Burlington to meet perform the needs of ROCK-IT Services and ROCK-IT’s customer under Burlington hereby accepts and agrees to provide such Services to Buyer, in each case upon the specified terms and subject to the conditions set forth herein. PROVIDER agrees that the terms and conditions of in this Agreement apply (including Exhibit A). All Services to all services be provided by Seller hereunder shall be performed under the direction of Buyer for the 30 day period beginning as of the Effective Date (the “Service Period”); provided, however, that Buyer may extend the Service Period for additional 30 day periods to the extent it determines it is reasonably necessary to do so long as Buyer notifies Seller of its determination to extend such Service Period at least 10 days prior to the expiration of the then scheduled termination of the Service Period, provided that unless otherwise agreed by PROVIDER for ROCKSeller, in no event will Buyer extend the Service Period of any specific Service beyond March 31, 2023. The Parties understand that Xxxxx will immediately commence a 2-year PCAOB audit on the business. Timely responses to questions relating to this audit is in the best interest of the Parties. Burlington will be available to answer and assist with any questions surrounding the business, including but not limited to, the financials and bookkeeping, and to provide any history and institutional knowledge as requested by Xxxxx. Burlington will also assist in providing social media transitional support as well as IT and that support (the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customer“Services”). (b) The services required by ROCK-IT Burlington shall determine the corporate facilities, personnel and resources to be used in rendering the Services and, except as specifically provided in Exhibit A, the individuals who will render such Services; provided, however, that unless otherwise agreed by the Parties, Burlington will use commercially reasonable efforts to use corporate facilities, personnel and resources that are consistent with the manner in which the Services were performed by PROVIDER, prior to and as of the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITdate of the Purchase Agreement. (c) PROVIDER warrants and represents that it has experience Burlington will assist Buyer in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion transition of the required packaging. The purpose Services to Buyer, one of Xxxxx’s Affiliates or another third party provider, provided, that each of the photographs will be to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER Parties acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT neither Burlington nor any of its Affiliates shall be responsible for any costs, expenses, losses or other consequences arising from the customerinability or failure on the part of Buyer or any of its Affiliates to provide the Services for itself or to arrange for replacement services to be provided by third parties, in either case, from and after the expiration of Burlington’s obligations hereunder to provide such Services.

Performance of Services. PBCI warrants and agrees: (a) PROVIDER’s That it will render the services and perform its responsibilities under this Agreement in accordance with high professional standards and will make all reasonable efforts to use high levels of expertise; that the personnel assigned to perform services under this Agreement are designed shall have the appropriate skills and expertise to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT efficiently perform such services; and that the terms in carrying out its responsibilities under this Agreement, PBCI agrees to assure that its actions and performance of this Agreement control the relationship between the PARTIES. This Agreement does services are and shall be conducted in compliance with all applicable laws, rules and regulations, including but not grant PROVIDER an exclusive right limited to perform federal and state securities laws; and PBCI shall disclose to any and all parties with whom it deals in accordance with its services for ROCK-IT on behalf of FPPC any and all of its interest in FPPC, whether direct, indirect, beneficial, contingent or its customer.otherwise; (b) The services required by ROCK-IT FPPC shall have no responsibility for the acts and to be performed by PROVIDERconduct of PBCI hereunder, whether filing of reports, forms or disclosures, and PBCI hereby shall defend, indemnify and hold FPPC (which term for this Section 4(b) includes FPPC's officers, directors, agents, shareholders, attorneys and representatives) harmless for and against any and all liabilities, actions, claims, suits, proceedings, demands, investigations, including costs, expenses and counsel fees, incident to the cargo performance of services by PBCI hereunder or due to be prepared for shipment any failure of disclosure by PROVIDER (“Cargo”) will be on “per engagement” basisPBCI to third parties as to its interest in FPPC or as to information concerning FPPC or its failure to comply with all applicable federal and state securities laws, upon written request exchanges' and commissions' rules and regulations; provided such indemnity shall not apply to the extent any such liability arises from or is substantially attributable to a negligent act or material omission by ROCK-IT.FPPC; (c) PROVIDER warrants and represents that That it has experience in crating and packaging goods similar in size and shall not release any financial or other material characteristics information or data about FPPC without first providing same to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IT.FPPC; (d) PROVIDER will be responsible for documentingThat it shall not conduct meetings with financial analysts, photographingmerger, acquisition, joint venture, investment opportunities or other business combination candidates, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, potential and prior to packaging/crating, and will be taken after completion existing customers without informing FPPC in advance of the required packaging. The purpose proposed meeting with the format or agenda of the photographs will such meeting and with complete copies of all reports and communications to be made available at any such meeting to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent be provided prior thereto to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargo.FPPC; (e) PROVIDER will adhere That it shall not release any information or data about FPPC to any cargo security protocols person selected or procedures required limited group of it by ROCK- IT people or under Applicable Law.other entity, in the event PBCI is or should have been aware that such information is material and has not otherwise been generally released; (f) ROCK-IT will provide to PROVIDER That it shall restrict or cease, as directed by FPPC, all public relations efforts, including all dissemination of information regarding FPPC immediately upon receipt of instructions to that affect from FPPC; and after notice by FPPC of a filing for a proposed public offering of its securities and during any period of restriction on publicity, PBCI shall not engage in any public relations efforts not in the Cargo provided normal course without written approval of securities counsel for FPPC and counsel for underwriters, if any; (g) PBCI shall not take any action which would in any way adversely affect the reputation, standing or prospects of FPPC or would cause FPPC to ROCKbe in violation of applicable law; (h) That it shall promptly supply FPPC prior to their use or dissemination with complete copies of all stockholder reports and communications; with all data and information to be supplied to any financial analyst, broker-IT by ROCK-IT’s customerdealer, which such market maker, or other member of the financial community and with all brochures or other materials relating to FPPC, its operations, management, product, services, finances, proposals, properties, etc. PBCI shall inform FPPC in advance in writing as to the persons or institutions to whom release of any of the foregoing information will or communications are to be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customermade.

Performance of Services. (a) PROVIDERCARRIER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer BROKER under the specified rates and conditions set forth herein. PROVIDER CARRIER agrees that the terms and conditions of this Agreement apply to all services performed shipments handled by PROVIDER CARRIER for ROCK-IT BROKER and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right Regardless of whether they are required by law, in no event shall any provisions of CARRIER’s tariff, terms and conditions, service guide, xxxx of lading, or similar documentation apply to perform any services for ROCK-IT or its customerprovided under this Agreement. (b) The services required by ROCK-IT and to be performed by PROVIDERCARRIER shall transport all shipments provided under this Agreement without delay, and the cargo all occurrences which would be probable or certain to cause delay shall be prepared for shipment immediately communicated to BROKER by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITCARRIER. (c) PROVIDER warrants CARRIER shall, at its sole cost and represents that it has experience in crating and packaging goods similar in size and material characteristics to expense: i. Furnish all equipment necessary or required for the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those performance of its permitted subcontractorsobligations hereunder (the “Equipment”) including that such Equipment is suitable for the particular commodity being transported and which will not cause in whole or in part adulteration of the commodity as defined in 21 U.S.C § 342; xx. Xxx all expenses related, will be performed in a good and workmanlike manner in accordance any way, with the highest industry standards. Upon completionuse and operation of the Equipment; and iii.Maintain the Equipment in good repair, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITmechanical condition and appearance. (d) PROVIDER will CARRIER shall utilize only competent, able and legally licensed personnel in the performance of services hereunder. CARRIER shall have full control of such personnel. CARRIER shall be solely responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/cratingensuring, and will be taken after completion of the required packaging. The purpose of the photographs will be ensure, at CARRIER’s cost and expense, that such personnel are fully qualified to document any patent defectsperform services hereunder, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo and that such personnel have access to all locations into which access is loaded for transportation subsequent necessary to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargoperform services under this Agreement. (e) PROVIDER will adhere CARRIER shall perform the services hereunder as an independent contractor, and assumes complete responsibility for all provincial, state and federal taxes, assessments, insurance (including, but not limited to, workers’ compensation, unemployment compensation, disability, pension and social security insurance) and any other financial obligations arising out of the services performed hereunder. The relationship of the Parties to each other shall at all times be that of independent contractors. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or employer/employee relationship between the Parties. Each Party shall provide sole supervisions and shall have exclusive control over the actions and operations of its employees, and agents used to perform its services hereunder. Neither Party has any right to control, discipline or direct the performance of any employees, or agents of the other Party. Neither Party shall represent to any cargo security protocols or procedures required of party that it by ROCK- IT or under Applicable Lawis anything other than an independent contractor in its relationship to the other Party. (f) ROCK-IT will provide CARRIER shall be solely responsible for its day to PROVIDER day operations including, but not limited to, setting appropriate routes to ensure that transportation of shipments is accomplished in accordance with all Applicable Laws and to otherwise ensure shipments are not damaged in transit. CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall completely and without question govern and supersede any service requests, demands, preferences, instructions, and information regarding the Cargo provided to ROCK-IT by ROCK-ITfrom BROKER or BROKER’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation customer with respect to such information any shipment at any time. (g) CARRIER shall maintain appropriate security infrastructure to ensure the physical security of shipments and equipment handled under the terms of this Agreement. (h) CARRIER Moving Food Products shall develop and maintain written procedures related to the safe transport of food products tendered to CARRIER by BROKER, shall train its drivers and staff regarding safe transport of Customer’s goods, shall keep records of its procedures and training, and shall make these records available to BROKER and/or Customer upon request for at least three years after services are last provided by CARRIER to BROKER and Customer under this Agreement. CARRIER shall maintain records of its cleaning, sanitizing, and inspecting of all vehicles and Transportation Equipment, and shall make these records available to BROKER and/or Customer upon request for at least three years after the record is created. (i) CARRIER Moving Produce Requiring Refrigeration or Heating warrants that CARRIER will inspect or hire a service representative to pass through information received inspect a vehicle’s refrigeration or heating unit at least once each month. CARRIER warrants that CARRIER shall maintain a record of each inspection of refrigeration or heating unit and retain the records of each inspection for at least one year. Copies of these records must be provided upon request to CARRIER’s insurance company and BROKER. CARRIER warrants that they will maintain adequate fuel levels for the refrigeration or heating unit and assume full liability for claims and expenses incurred by ROCK-IT the BROKER or the Shipper for its failure to do so. The CARRIER must provide their cargo insurance carrier with all records that relate to a loss and permit copies and abstracts to be made from the customerCARRIER’s records upon request.

Performance of Services. (a) PROVIDER’s services under During the course of the Engagement, the Consultant: (i) will carry out the Services to his best reasonable skill and ability and in so doing he must use his best endeavours to further the prosperity and enhance the reputation of the Company and the 30DC Group and must comply with all lawful orders and instructions given to him by the Board; and (ii) must not, without the prior written consent of the Board, directly or indirectly be engaged or interested in any other business activity competing with that of the 30DC Group but this Agreement are designed to meet will not preclude the needs Consultant from holding or acquiring not more than 5% of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER agrees that shares or securities of any corporation officially listed on any recognised stock exchange or holding or acquiring any real property by way of passive personal investment which holding or acquisition is not inconsistent with the terms and conditions intent of the foregoing provisions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT or its customerclause. (b) The services required by ROCK-IT Unless absent on leave as provided under this Agreement or through illness or injury, during the course of the Engagement the Consultant must devote the whole of his time and attention during normal working hours and at such other times as may be reasonably necessary to the provision of the Services and to be performed by PROVIDER, and the cargo to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITbusiness of the 30DC Group. (c) PROVIDER warrants and represents that it The Consultant acknowledges that: (i) the Remuneration includes a provision for the Reasonable Additional Hours which the Consultant may be required to work; and (ii) he has experience no further entitlement to pay or time off in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected lieu for all such Reasonable Additional Hours worked by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-IThim. (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt of Cargo, and prior to packaging/crating, and will be taken after completion The Consultant must undertake such travel during the course of the required packaging. The purpose of Engagement as the photographs will be Company may reasonably require from time to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of Cargotime. (e) PROVIDER will adhere In addition to the above provisions the Consultant must: (i) carry out all lawful and reasonable instructions given to the Consultant by the Board in relation to the Services; (ii) serve the Company and the 30DC Group faithfully, efficiently and diligently and exercise all due care and skill in the performance of the Services; (iii) refrain from acting or giving the appearance of acting contrary to the interests of the Company and the 30DC Group; (iv) not solicit or attempt to persuade any cargo security protocols or procedures clients of the Company and the 30DC Group to use the services of any other business; (v) keep confidential all raw data and trade secrets the Consultant acquires during the Engagement with the Company and the 30DC Group, including techniques, product information, client lists and any other information which is confidential to the Company and the 30DC Group; and (vi) carry out any other duties reasonably required by the Company and the 30DC Group to the best of it by ROCK- IT or under Applicable Lawthe Consultant's skills and abilities. (f) ROCK-IT Each of the Company and the Consultant will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation act towards each other with respect to such information is this Agreement and all matters incidental to pass through information received by ROCK-IT from the customerit in good faith.

Performance of Services. 8.1 In performing the Services the Receivables Trustee Corporate Services Provider: 8.1.1 shall at all times act in accordance with all reasonable and proper directions, orders and instructions given by the Directors; 8.1.2 shall not do or omit to do anything which would constitute a breach by it or the Receivables Trustee of (ai) PROVIDER’s services under this Agreement are designed any provision of the Articles, (ii) any Regulatory Direction or Requirement of Law to meet which the needs of ROCK-IT and ROCK-IT’s customer under Receivables Trustee may be subject or (iii) any agreement or instrument binding upon the specified conditions set forth herein. PROVIDER agrees that the terms and conditions of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that Receivables Trustee; 8.1.3 may rely upon the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any services for ROCK-IT notice, communication or its customer. (b) The services required other document believed by ROCK-IT and it to be performed by PROVIDER, genuine; and 8.1.4 may engage and pay for the advice or services of any lawyers or other experts whose advice or services it considers reasonably necessary (though engaging such persons shall not relieve the Receivables Trustee Corporate Services Provider from any duties or obligations under this Agreement) and may rely upon any advice so obtained and the cargo Receivables Trustee Corporate Services Provider shall be protected and shall incur no liability in respect of any action taken, or omitted to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basistaken, upon written request by ROCK-IT. (c) PROVIDER warrants and represents that it has experience in crating and packaging goods similar in size and material characteristics to the Cargo, so as to withstand the rigors of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with such advice and the highest industry standards. Upon completioncosts of such advice or services shall be reimbursed to the Receivables Trustee Corporate Services Provider in accordance with Clause 12 (Remuneration, Costs and Expenses). 8.2 Subject to any Requirement of Law, if required, the Cargo will Receivables Trustee Corporate Services Provider may hold funds for and on behalf of the Receivables Trustee with a regulated financial institution and may manage such funds, provided that: 8.2.1 such funds shall be prepared maintained in segregated ledgers in the name of the Receivables Trustee, as applicable; 8.2.2 any fees payable on such account shall be paid by the Receivables Trustee Corporate Services Provider; 8.2.3 the Receivables Trustee Corporate Services Provider shall not be obliged to withstand account to the normal rigors Receivables Trustee, for any interest accrued on moneys accredited to the ledger in the name of transport via the mode of transportation selected by ROCK-IT.Receivables Trustee; and (d) PROVIDER will 8.2.4 the Receivables Trustee Corporate Services Provider shall not be responsible for documenting, photographing, and providing all pertinent information to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt any loss of Cargo, and prior to packaging/crating, and will be taken after completion of the required packaging. The purpose of the photographs will be to document any patent defects, damage or abnormalities funds held in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, accordance with photographs upon PROVIDER’s initial receipt of Cargothis Clause 8.2. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable Law. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customer, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customer.

Performance of Services. (a) PROVIDER’s services under this Agreement are designed to meet the needs of ROCK-IT and ROCK-IT’s customer under the specified conditions set forth herein. PROVIDER Seller agrees that it shall provide the terms and conditions Services being requested herein exercising substantially the same degree of this Agreement apply to all services performed by PROVIDER for ROCK-IT and that care as its exercises in performing the terms of this Agreement control the relationship between the PARTIES. This Agreement does not grant PROVIDER an exclusive right to perform any same or similar services for ROCK-IT its own account (or its customerfor the account of Altama prior to the date hereof). (b) The services required Any data, information, equipment or general directions historically provided by ROCK-IT and Altama to Seller in connection with the Services shall be performed by PROVIDER, and the cargo submitted to be prepared for shipment by PROVIDER (“Cargo”) will be on “per engagement” basis, upon written request by ROCK-ITSeller in a manner consistent with past practice. (c) PROVIDER warrants and represents that it has experience Subject in crating and packaging goods similar all cases to Section 2(a), under no circumstances shall Seller be obligated to: (i) maintain the employment of any specific employee or number of employees; (ii) hire any employees in size and material characteristics addition to the Cargoemployees who are currently employed by Seller for the provision of Services for the benefit of the Altama Business; (iii) acquire, so lease or license additional systems, equipment or software in order to provide the Services; or (iv) pay any expenses on Altama’s behalf other than with funds provided in advance to Seller. Seller shall only be required to provide the Services to or for the benefit of the Altama Business as conducted prior to withstand the rigors Closing Date (and any expansion or increase thereof in the Ordinary Course of transportation via the mode selected by ROCK-IT. PROVIDER’s services, and those of its permitted subcontractors, will be performed in a good and workmanlike manner in accordance with the highest industry standards. Upon completion, the Cargo will be prepared to withstand the normal rigors of transport via the mode of transportation selected by ROCK-ITBusiness). (d) PROVIDER will be responsible for documenting, photographing, and providing all pertinent information Prior to ROCK-IT. Photos will be taken by PROVIDER immediately upon its receipt the end of Cargo, the first full calendar month following the Closing and prior to packaging/cratingthe end of every calendar month thereafter, the Parties will review the Services provided to discuss whether the Services will remain at the same level or decrease during the next immediately succeeding month. Altama may determine and will notify Seller in writing the level of reduction in Services being provided, it being understood that Altama shall have the right, but not the obligation, to receive each Service for the period described on Annex A and any reduction in any Service prior to the expiration of any such term shall be taken after completion at Altama’s sole discretion. The termination of any one or more of the required packagingspecific Services shall have no impact on Seller’s obligation to continue to provide any other Services. Any such termination of a Service shall have no effect on the fees payable under Section 1(c) above. The purpose of Buyer Parties shall not be required to pay the photographs will be additional rates, fees and charges associated with the Services described on Annex A with respect to document any patent defects, damage or abnormalities in the Cargo. Any damage identified at the time the Cargo is loaded for transportation subsequent to packaging will be deemed to have occurred while the Cargo was in the possession of PROVIDER unless such damage is documented, with photographs upon PROVIDER’s initial receipt of CargoService terminated by Altama. (e) PROVIDER will adhere to any cargo security protocols or procedures required of it by ROCK- IT or under Applicable LawTHIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THERE ARE NO EXPRESS WARRANTIES OR GUARANTIES, AND THERE ARE NO IMPLIED WARRANTIES OR GUARANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE EMPLOYEE BENEFITS. (f) ROCK-IT will provide to PROVIDER information regarding the Cargo provided to ROCK-IT by ROCK-IT’s customerSELLER SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCE TO BUYER, which such information will be relied upon PROVIDER in quoting rates for services. PROVIDER acknowledges and agrees that ROCK-IT’s sole obligation with respect to such information is to pass through information received by ROCK-IT from the customerALTAMA OR ANY OF THEIR RESPECTIVE AFFILIATES FOR ANY EXEMPLARY OR PUNITIVE DAMAGES WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.