ATS Innova – Master Service Agreement

This shall serve to confirm that ATS, LLC, with its principal place of business at Midvale, Utah (“ATS”) has agreed to loan to Customer (“Company”) the tanks and related equipment described in Table A below (collectively the “Tanks and Equipment”) for the storage the products indicated on the service agreement (the “Products”) at Company’s facility located at the address listed on the service agreement, (the “Facility”) on the following terms and conditions (“Agreement”):

1. Obligation to Purchase Products

In consideration of ATS’ loan of the Tanks and Equipment to Company, Company shall purchase 100% of its requirements for Products from ATS. Company’s estimated annual volume for each of the Products is set forth above in Table A. All purchases of Product shall be subject to ATS’ standard Terms and Conditions of Sale (attached) which are incorporated herein by reference. Company acknowledges that it has accepted the Customer Terms and Conditions. For purposes of this Agreement the quantity of Product delivered will be determined based on the volume unloaded into the Tanks.

2. Term of Agreement

The term of this Agreement shall commence on the date the Agreement is duly executed by both parties and shall continue in full force and effect for 36 months (the “Original Term”); and from year to year thereafter (each subsequent year, a “Renewal Term”) subject to termination by either the Company or ATS effective at the end of the Original Term or any Renewal Term upon not less than sixty (60) days prior written notice to the other party. Notwithstanding the foregoing, ATS shall have the right at any time at its option to terminate this Agreement upon the occurrence of any breach of any representation, warranty, covenant or agreement by Company, upon Company’s insolvency, bankruptcy, reorganization or liquidation, or if Company, in ATS’ judgment, becomes financially unstable. For purposes of this Agreement, a breach shall include Customer’s failure to purchase from ATS 100 percent (100%) of its estimated monthly requirement for Product as set forth above. Upon termination or expiry of this Agreement, Company shall permit ATS free access to Company’s property, without the need for court order or legal process, for the purpose of removing the Tanks and Equipment and its contents. Should Customer choose to discontinue purchase of Products from ATS or in the event this Agreement is terminated prior to the expiry of the Original Term or any Renewal Term, Customer shall promptly purge and clean the Tanks and Equipment of all Product and residue.

3. Right of First Offer

In further consideration of ATS’ loan of the Tanks and Equipment to Company, Company agrees to provide ATS with the first opportunity to continue to supply Products to Company after the termination of this Agreement for as long as ATS is willing to meet any verifiable competitive price, or offer a mutually agreeable price proposal.

4. Purchase Price of Products

The purchase price of the Products shall be determined at commencement of the Original Term. Thereafter the price of the Product shall be determined by ATS from time to time based on changes in market price of Product(s) and/or related transportation costs.

5. Supply of Tanks

ATS shall order and pay for the purchase of the Tanks and Equipment. The Tanks and Equipment shall be delivered to the Facility and installed at no cost to Company. Once the installation is complete, Company shall not move or modify in any way the Tanks and Equipment without the prior written consent of ATS.

6. Title to Tanks

Title to the Tanks and Equipment shall remain with ATS. Company hereby grants to ATS a security interest in the Tanks and Equipment to secure its obligations under Section 10 hereof. Company shall execute any financing statements or other security documents required by ATS at any time to evidence or protect ATS’ rights in and title to the Tanks and Equipment. The Tanks and Equipment shall be conspicuously marked as property of ATS or its approved affiliate or 3rd party provider, and Company shall not remove, deface, or obscure any such marking. Company shall not sell, transfer, pledge, assign or encumber the Tanks and Equipment and shall neither claim any lien, nor permit any other liens or other encumbrances to be filed against the Tanks and Equipment, nor allow the Tanks and Equipment to become subject to any lien, claim, forfeiture, or other encumbrance. Company shall immediately notify ATS if the Tanks and Equipment become subject to or involved in any judicial, administrative, or regulatory process and shall act immediately to ensure that any liens or other encumbrances are removed at Company’s expense. Company shall at no time remove the Tanks and Equipment from the Facility without ATS’ prior written consent. Company shall not sublease or sell the Tanks and Equipment, or in any way license the use of the Tanks and Equipment by other parties.

7. Company’s Obligations

Company shall be solely responsible for operating and maintaining the Tanks and Equipment in compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances. Company shall pay all costs incidental to the use of the Tanks and Equipment as well as all taxes, fees, excises or other sums of money assessed against the ownership, operation, or existence of the Tanks and Equipment under any federal, state, or local law. Company shall secure all licenses and permits required for the installation, operation and use of the Tanks and Equipment. The Tanks and Equipment shall be used only to store Products purchased from ATS.

8. Inspection of Tanks

ATS shall have the right but not the obligation to inspect the Tanks and Equipment at any reasonable time during normal business hours for compliance by Company with the terms and conditions of this Agreement. ATS may from time to time, in its sole discretion and without in any way limiting or affecting Company’s obligations to maintain and repair the Tanks and Equipment under Section 10 of this Agreement, provide certain maintenance and/or repair services with respect to the Tanks and Equipment.

9. Risk of Loss

Company shall assume all risk of loss or damage to the Tanks and Equipment. In the event of loss or damage, Company shall either repair or replace the Tanks and Equipment at its sole expense (and in the event of replacement vest title to the replacement Tanks and Equipment in ATS). Company agrees to notify ATS immediately by telephone and in writing within 24 hours of any problems related to the Tanks and Equipment.

10. Responsibility for Claims

Company shall be solely responsible for any claims and expenses whatsoever arising directly or indirectly from Company’s use or maintenance of the Tanks and Equipment, including, without limitation, bodily injury, property damage or environmental contamination unless and to the extent finally determined to have been caused by (i) the negligent or wrongful acts or omissions of ATS or (ii) a breach of this Agreement by ATS..

11. Limitation of Liability

ATS makes no representations or warranties, expressed, or implied, with respect to the Tanks and Equipment. ATS specifically disclaims any and all warranties of merchantability, fitness for a particular purpose and/or non-infringement. In no event shall ATS be liable for punitive or exemplary damages or for special, incidental, indirect or consequential damages suffered by Company, including lost business or profits, even if ATS has been advised of the possibility of same. This limitation shall apply regardless of whether a claim or remedy is sought in contract, tort (including negligence, express or implied warranty and/or strict liability) or otherwise.

12. Indemnity

Company shall defend, indemnify and hold harmless ATS, its affiliates and their respective owners, officers, directors, employees, agents, representatives, attorneys, insurers, successors and assigns from and against any and all costs (including attorney fees, expert witness fees, and litigation costs), expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, claims and demands of any kind or nature, including but not limited to actions for property damage, bodily injury or death, or environmental damage or remediation, that ATS may become responsible for as a result of, or in any way connected with: (a) Company’s breach of this Agreement; (b) any failure of Company to comply with federal, state, local, or other laws, regulations, ordinances, or rules, including without limitation, any environmental law or regulation; (c) any negligent or wrongful acts or omissions of Company, its employees, agents, or contractors; (d) any damage to the Tanks and Equipment from any cause other than design or manufacturing defect, including without limitation, any act of God; or (e) Company’s possession, maintenance, or use of the Tanks and Equipment or the Product contained therein; provided, however, that this Section 15 shall not apply to any claim, demand or cause of action to the extent finally determined to have been caused by the negligent or wrongful acts or omissions of ATS or its affiliates.

13. Insurance

Company shall throughout the term of this Agreement maintain prudent levels of general liability and property damage insurance with reputable, nationally-recognized insurers having an A.M. best rating of at least A-VII or better. The above described insurance shall name ATS as an additional insured and, to the extent permitted by applicable law, shall provide that the insurer shall have no right of recovery or subrogation against ATS, its affiliates, or their respective owners, directors, officers, employees, servants, agents, representative or insurers, it being the intention of the parties that Company’s insurance shall protect all parties, and the insurer shall be primarily liable for any and all losses covered by the above described insurance. The above described insurance shall also contain or be endorsed to contain a severability of interest provision so that each insured shall be treated separately under the policy so that the insurer may not deny enforcement based on the conduct or omissions of another insured. Company shall provide ATS with certificates of insurance evidencing such coverage upon execution of this Agreement and thereafter upon each policy renewal date. Such insurance shall not be canceled without giving ATS at least thirty (30) days prior written notice.

14. Notice

Notices to be given by either party under this Agreement shall be in writing and delivered or sent to the other party at the address set forth above by registered or certified mail, return receipt requested, postage prepaid, or a recognized national courier service and shall be deemed to have been duly given upon actual receipt or refusal. Either party may change its address by a notice given to the other party in the manner set forth above.

15. General

This Agreement, including the Exhibits hereto constitutes the final expression of the agreement between Company and ATS with respect to the subject matter hereof and a complete, fully integrated and exclusive statement of their agreement in this regard and there are no understandings, agreements, covenants, representations or warranties of any kind, express or implied, not expressly set forth herein. No provision of any purchase order or other document issued by Company shall alter or add to the terms of this Agreement, and any such provision shall be void and of no effect. No modification of this Agreement by Company shall be binding unless it is in writing and is signed by an authorized representative of ATS, and no modification of this Agreement shall be effected by the parties’ course of dealing, usage, or trade or by course of performance. This Agreement may not be assigned by Company, whether by operation of law or otherwise, without ATS’ prior written consent. The invalidity or unenforceability of any provision of this Agreement shall not invalidate or render the remaining provisions of this Agreement unenforceable. This Agreement is to be interpreted under the substantive law of the State of Utah except its choice of law rules. The parties agree that a court of competent jurisdiction located in UTAH shall be the exclusive forum for the resolution of any and all disputes arising out of this agreement, and Company expressly waives any objection to such forum, including any objection on the basis of forum non conveniens. If any legal action is brought by either of the parties hereto, it is expressly agreed that the party in whose favor final judgment shall be entered shall be entitled to recover from the other party reasonable attorneys’ fees, in addition to any other relief that may be awarded. The parties hereby expressly waive their right to a jury trial. In the event that Company and ATS engage in any electronic transactions, including, but not limited to, electronic data interchange or facsimile exchanges, such electronic exchanges shall be considered as valid and legally binding and shall be subject to the terms and conditions of this Agreement.

16. Survival of Obligations

The provisions of Sections 3, 6, 9, 10, 11, 12, and 15 of this Agreement shall survive any termination, suspension, or expiration of this Agreement.