1.       Summary: For the avoidance of doubt, the terms and conditions of this Exhibit will apply to Repair Vendor Management Services (“RVM Services”) provided by SkySpecs to Customer according to the applicable SOW.

2.       Scope of RVM Services: RVM Services will include a) SkySpecs’ oversight of the repair campaign as outlined in the applicable SOW and b) the following project activities unless otherwise noted in the applicable SOW.

Write Request for Proposal (“RFP”) for Blade Repairs

• Provide overview of work instructions, if applicable
• Indicate the operational severity of damages
• Describe the communication schedule and key points of contact with SkySpecs and site personnel
• Describe repair documentation reporting guidelines
• Describe campaign progress and time reporting
• Describe communication protocols with SkySpecs and site for daily debriefs, questions on repair instruction, on blade findings that raise questions or require discussion to proceed, etc.
• Describe the required format for the quote
• Describe hours crews can be onsite, safety protocols
• Describe insurance requirements
• Set up tasks, work order and campaign for vendor access
• Share work order with selected repair vendors
• Distribute RFP and answer repair vendor questions
• Deliverables to include: 1) List of Vendors Invited to Respond, 2) Repair RFP, and 3) Work orders set up in Horizon

Select Repair Vendor

• Verify repair team has the experience to conduct the repair
• Analyze repair quote, access method, equipment rental fees, campaign duration and campaign start and end dates
• Follow up as necessary with vendors to address questions about the quote and Statement of Work
• Discuss vendor choice with Customer team contacts and any impacts to the original estimate for the project.
• Contract for the repairs with the selected vendor and confirm a start date
• Set up campaign kickoff meeting with Customer team members, on site personnel, the repair vendor and SkySpecs to discuss start date, safety protocols, roles and responsibilities, communication protocols, unique requirements for turbine LOTO, sequence of turbine repairs, etc.
• Update repair tasks with Vendor name in Horizon
• Deliverables to include: 1) Vendor Comparison Sheet and 2) Agenda and Calendar Invite for Chosen Vendor

Manage Repair Vendors & Campaign

• Schedule/conduct weekly repair vendor check in meetings for remaining weeks of the campaign
• Set up standing meeting agenda to discuss progress, work completed, budget to actual hours and spend, issues, possible overages, work planned for coming days, etc.
• Schedule/conduct weekly or biweekly campaign update meeting with Customer
• Convene repair crew, SkySpecs resources, and Customer team members as needed to address issues
• Analyze repair crew effort tracked in Horizon and direct team priorities and activities as needed for an efficient and quality campaign
• Maintain campaign, work order, and task details in Horizon
• Ensure repair reports are loaded into Horizon
• Review, reconcile, approve, and pay repair vendor invoices
• Conduct closing meeting with repair vendor and ensure vendor complied with vendor’s contractual requirements

QC Repair Reports

• Perform quality control procedures on all repairs via the submitted repair reports
• Deliverables to include: Document quality control results in Horizon

Conduct Closing Meeting with Customer

• Share budget to actual results
• Share lessons learned
• Share re-inspect strategy
• Share insights on repair priority for rest of fleet

3.       Customer Commitments: To ensure that the Services are performed in an efficient and timely manner, Customer understands that its cooperation and support is essential to success. As such, Customer agrees to the following responsibilities:

3.1.   Key Contact – Customer will assign an individual as the primary point of contact for SkySpecs.

3.2.   Accurate Information – Customer will provide timely and accurate data, information, and materials that SkySpecs requests, as well as other reasonable assistance that SkySpecs reasonably requires to perform the Services. Customer understands that its failure to provide timely or accurate information may delay the Services, and Customer holds SkySpecs harmless from any such delays.

3.3.   Asset Management – Customer understands and acknowledges that it has sole responsibility for making maintenance and repair decisions.

3.4.   Site Access and Support – Customer will ensure that SkySpecs and its subcontractors have access to the site and any necessary equipment during the agreed upon dates during all daylight working hours. Customer will provide site technician support, either in person, by phone, or by radio, to stop and lockout turbines as needed. If Customer technicians will not be onsite during the agreed to dates and cannot shutdown the turbine remotely, Customer will ensure that it provides SkySpecs personnel and SkySpecs’ subcontractors with site access and all trainings (including Lockout/Tagout) necessary to enable them to shut down the turbine on Customer’s behalf. Customer agrees to make SkySpecs aware of all necessary site requirements at least one week prior to planned arrival.

3.5.   SkySpecs Personnel Training – If Customer requires that SkySpecs personnel or SkySpecs subcontractors complete any Customer trainings prior to accessing the Site, such trainings must be communicated to SkySpecs upon execution of the applicable SOW and will be provided at no cost. SkySpecs may bill Customer for any required trainings at the fees specified in the applicable SOW. SkySpecs will not charge Customer for standard safety orientation trainings that are less than one (1) hour.

4.       Pricing: RVM Services are provided on a time and materials basis, and Customer agrees to pay time and material costs as they are actually incurred. Standby time will be subject to the awarded repair vendor’s standby policy. All third-party vendor fees will be treated as passthrough and subject to a 20% surcharge.

5.       Warranty and Disclaimer

5.1.    SkySpecs does not make any representations or warranties as to the quality or performance of repair vendor’s services. The repair vendor will pass through all of its warranties provided in its agreement with SkySpecs directly to Customer.

5.2.   Except for the limited warranty provided herein by the repair vendor, the Services are provided “AS IS”, and SkySpecs disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. Additionally, notwithstanding any warranties that may otherwise be passed through by repair vendor as specified above, the following services are provided “AS IS” and any warranties that may otherwise be associated therewith are expressly disclaimed: (i) temporary repairs, (ii) repairs on blades impacted by oil saturation, (iii) repairs on components/areas that have serial defects, (iv) repairs to structural and/or load bearing elements, unless otherwise specified in this Statement of Work, (v) repairs conducted outside of manufacturer-recommended specifications when authorized by Customer, and (vi) repairs that are subsequently damaged through no fault of SkySpecs or the repair vendor.

5.3.   Warranty Claim Procedure: To make a warranty claim, the Customer must send a copy of the SOW, copy of the original proof of purchase, and photos of the defective or nonconforming repair to SkySpecs. All warranty claims must be received by SkySpecs within the repair vendor’s warranty period and in no event later than thirty (30) days after any discovery of a possible nonconformance or failure of repairs.

5.4.   Neither party will be liable to the other for consequential, indirect, or punitive damages or for any cause of action, whether in contract, tort, or otherwise, and in no event will SkySpecs’ aggregate liability arising out of the applicable SOW exceed the 20% surcharge referenced in Section 4 of this Exhibit, which limitation shall take precedence over any liability caps set forth in the corresponding agreement.