1.       Summary: For the avoidance of doubt, this Exhibit is limited to the inspections of transmission line circuits (“T-Line Services”), performed by SkySpecs partner PLP Services, Inc. (“Partner”).

2.       Scope: T-Line Services will be subject to the following. Modifications to these standard services may be noted on the applicable SOW.

2.1.   SkySpecs Key Contact – SkySpecs will appoint a primary point of contact for Customer in connection with the coordination and delivery of the Services.

2.2.   Daylight Working Hours – The inspection services may be performed one hour after sunrise through one hour before sunset Monday through Sunday, with a maximum of 12 hours per day. Working hours include time for routine technical operations to maintain drone equipment. For safety and compliance reasons, pilots are on a 6:1 work to full offsite rest day.

2.3.   Daily Summaries – Partner will provide a web accessible, password protected dashboard when performing field inspections to communicate project status and crew location to the Customer.

2.4.   Data Capture – With the use of an unmanned aerial system (UAS), Partner will manually capture a minimum of six images of each structure, including sides views. Structures captured include: structure/pole, insulators, structure framing, conductor and static line hardware, conductor splices, devices located along spans, vegetation encroachment of areas of concern, foundation, and ROW. Partner will also conduct thermal imaging for each line, including all conductors and conductor attachment points, to capture thermal anomalies. When thermal anomalies are detected, the radiometric JPEG will be thermally tuned manually to highlight the object of interest.

2.5.   Image Analysis – All inspection images will be analyzed for damage. All damages will be classified and categorized based on Partner’s classification and rating system described on Exhibit A.

2.6.   Inspection Data Delivery & Export– Within 4 weeks of Partner’s completion of the inspection services at a given site, SkySpecs will send Customer an email with the following deliverables:

• Downloadable dataset of all inspection images. The link to the dataset is active for 30 days from receipt, but may be reactivated upon request.
• Comprehensive spreadsheet containing information about the inspection. Within this sheet, Partner catalogues all information about the overhead assets, including list of assets by number, complete inventory, and condition of hardware, including joint-use attachments, mid-span/ conductor concerns and vegetation encroachment notes.
• Mapped view result of the inspection that allows the Customer to pinpoint and filter specific issues about an asset or condition of the asset. This also enables the Customer to isolate attributes about the overhead structure to monitor trends or concerns.
• PDF Summary Report, which provides a general overview of the inspection findings including examples of the Reliability Concerns (RCs) identified during the inspection along with metrics.

SkySpecs does not support custom data exports formats or integrations with any third party applications. Any variations to the standard export format or manipulations needed for other software will be the responsibility of Customer.

2.7.   Helpdesk Support – Customer may initiate a helpdesk ticket at any time by emailing support@skyspecs.com. SkySpecs will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day.

2.8.   Operational Support – Customer understands that neither SkySpecs nor Partner has an obligation to provide Customer with any maintenance, trainings, or other support or services as part of the Services. If Customer requires additional support and/or software functionality, Customer may purchase professional services and/or a paid subscription to Horizon by contacting its SkySpecs contact.

3.       Customer Commitments: In order 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.   Customer Key Contact – Customer will assign an individual as the primary point of contact for SkySpecs and Partner and will work with SkySpecs and Partner to develop a mutually agreeable implementation schedule (“Customer Key Contact”). The Customer Key Contact will be responsible for all administrative support and authorizations as reasonably requested by SkySpecs and Partner in order to provide the Services in a timely and efficient manner.

3.2.   Asset and Site Information – Customer will provide all requisite asset and site information, including number of structures, type of structures, and GPS coordinates in a csv file format specified by SkySpecs promptly following execution of the SOW, but at least 30 business days prior to the start date of the inspections.

3.3.   Accurate Information – Customer will provide timely and accurate data, information, and materials that SkySpecs or Partner requests, any requirements or documentation that Partner must complete or be made aware of in order to access the site(s), as well as other reasonable assistance that SkySpecs or Partner reasonably require in order to perform the services.

3.4.   Site Access and Support – Customer will ensure that SkySpecs and Partner have access to the site and any necessary equipment during the agreed-upon dates of service during all daylight working hours.

3.5.   SkySpecs Personnel Training – If Customer requires that SkySpecs or Partner personnel complete any Customer trainings prior to accessing the site, such trainings must be communicated to SkySpecs upon execution of this Statement of Work and will be provided at no cost to SkySpecs and Partner. SkySpecs will bill Customer for any required trainings at its standard hourly personnel rates. *SkySpecs will not charge Customer for standard safety orientation trainings that are less than one (1) hour.

3.6.   Asset Management – Customer understands and acknowledges that it has sole responsibility for making damage categorizations, maintenance decisions, and repair decisions.

4.       Fees: The fees outlined in the applicable SOW are subject to the following:

4.1.   Delays – “Weather Delays” include, but are not limited to precipitation, fog, inoperable temperatures, icing, high wind speeds , lightning 16KM (10 miles), and K-Index value at 5 or greater.

4.2.   Wind Measurements – The windspeed will be used to determine whether wind speeds are within safety limits of less than 10 m/s, based on a ten-minute average, with a gust factor of less than 5 m/s. SkySpecs will check the windspeed based on nacelle anemometry at the nacelle prior to conducting inspection operations. The windspeed of offshore turbines may need to be measured above the nacelle based on blade length. If the windspeed is 7 or 8 m/s or more, the turbine needs to remain as aerodynamic as possible to reduce turbulence. If the windspeed is within safety limits, but the SkySpecs pilot does not fly because of safety concerns, SkySpecs will not charge Customer fees for resulting delays.

4.3.   Delays Caused by Customer – “Delays Caused by Customer” include the following delays that occur during Daylight Working Hours: (i) Customer’s failure to perform its obligations under “Customer Commitments”; (ii) site technicians, contractors, or other Customer personnel or third parties at the site; (iii) conflicting production schedules, wind farm equipment failures or turbine failures, loss of power, issues with turbine stoppage/turbine climbing, turbine pinning delays, and Customer-related vessel issues, such as crew transfers; and (iv) other acts or omissions of Customer or any Customer agent that prevent or delay SkySpecs or Partner from performing the services. If the inspection services are delayed by more than 3 days as a result of Delays Caused by Customer, SkySpecs reserves the right to reschedule or cancel the services. If rescheduled, SkySpecs will reschedule the Services subject to availability and Customer’s payment of additional mobilization and demobilization fees.

4.4.    Quarantine – If SkySpecs or Partner is required to quarantine as required by Customer, a governing authority or other third party, Customer will pay SkySpecs the additional fees specified above.

4.5.    Rescheduling and Cancellations – Customer acknowledges that a substantial amount of mobilization planning and coordination efforts go into scheduling the Inspection Services, and that changes, postponements, and cancellations cause SkySpecs to incur non-refundable expenses and lost profits. Accordingly, if Customer requests a change or cancellation to the services with less than 14 days’ prior written notice to SkySpecs, Customer will pay SkySpecs 25% of the inspection fees of the applicable site. If Customer changes, postpones, or cancels the inspection Services with less than 5 business days’ notice, Customer will pay SkySpecs 75% of the inspection fees of the applicable site.

4.6.    Minimum Volume Commitment – There will be no penalty for volume reductions of less than 10%, other than the aforementioned rescheduling and cancellation fees. However, if a Customer reduces the number of inspections specified in this Statement of Work by more than 10%, then SkySpecs will invoice Customer for the difference between the fees paid for the inspections completed and 90% of the inspection fees agreed upon in this Statement of Work (the “Minimum Volume Commitment”).

4.7.    Scope Increases – During the term, Customer may request that additional sites and/or structures be inspected by submitting a written request to SkySpecs. If SkySpecs is able to accommodate such request, such sites will be added to the scope of work upon the terms and conditions set forth in this Statement of Work and the “add-on” pricing specified above.