APPLICATION SERVICES AGREEMENT

1. Services. Contractor agrees to undertake and complete the performance of certain product application services in accordance with the terms and conditions set forth herein and as set forth in Exhibit A upon the direction of Company (“Services”Contractor shall: (i) furnish all equipment, materials, and labor to complete the Services and ensure all equipment, specifically tender trucks, is properly licensed and cleaned; (ii) ensure applicators are properly trained and licensed to perform the Services, as further described in Section 8 below; (iii) comply with all applicable federal, state, and local agencies and laws and regulations, and other special safety provisions as may be communicated by Company to Contractor; (iv) provide updates to Company on the application process; and (v) provide Company with all data related to the performance of the Services, including data related to weather, date of application(s), tract name, product and rate applied, wind information, temperature, and sky conditions. Contractor will ensure that any approved subcontractor, as provide in Section 12 below, complies with the terms of this Agreement and Contractor acknowledges and agrees that it is responsible for Services performed or actions taken by an such subcontractor.

2. Company Assets. Company will provide Contractor with all agricultural product to be applied to fields selected by Company. Company will provide mixing equipment, water, and all other materials necessary to prepare the product to be applied. Company may supply additional equipment as further described in Exhibit A. Contractor shall take all steps of reasonable precaution to preserve and protect any equipment owned by Company during transportation and use pursuant to this Agreement.

3. Instructions for Services. Company shall determine its application needs and assign application tasks to Contractor with a timeline and instructions on how such tasks are to be performed and indicate expected results. Contractor shall immediately notify Company of any delay in the schedule of performing the assigned Services. Company shall provide Contractor with field numbers, area maps, and equipment requirements.

4. Logs. Upon completion of the Services on a field, Contractor shall provide a Geo Referenced As Applied Map (“AAM”) in one of the following electronic formats: Shapefile shp) or Hemisphere Log Files log) for each field. Contractor accepts and understands that the Services are not considered complete until an AAM for each field is provided to Company. Contractor agrees that Company will not owe Contractor for the

Services rendered until Contractor has supplied Company with an AAM for each field.

5. Fees; Payment. Company agrees to pay Contractor the fees identified in Exhibit A. Company will pay Contractor for the Services within thirty (30) days following receipt of an invoice at Company’s corporate headquarters. As referenced in Section 4 above, payment is contingent upon Company’s receipt of an AAM for each field Contractor has performed Services. Contractor acknowledges payment may be delayed until Company receives such AAMs.

6. Term; Termination. This Agreement shall remain in effect from the Effective Date until December 31 of the same year, unless earlier terminated as set forth in this section. This Agreement may be terminated with or without cause either (i) upon mutual written agreement or (ii) upon thirty (30) days’ written notice to the other party.

7. Warranty. Contractor warrants that the Services will be performed in a professional and workmanlike manner and that none of the Services or any part of this Agreement is or will be inconsistent with any obligation Contractor may have to others.

8. Licensing and Training. Prior to execution of this Agreement, Contractor must provide Company with copies of all required documents, including, where applicable, Commercial Business license, For-Hire Applicator license for liquid products, Pesticide Core license, Pesticide Category 11 license issued by the State in which it will be performing the Services, Part 107 UAS (Unmanned Aerial System) license, FAA Part 137 license, FAA Airman Class 3 medical exam, and proof of drone contractor training. Contractor must maintain all registration and licensing as required by law in order to perform the Services. If Company learns that Contractor does not have the proper registrations and licensing to perform the Services, Company may immediately terminate this Agreement with notice to Contractor. Contractor shall ensure that all application operators receive training on equipment operation, safety procedures, as well as information on Worker Protection Standards.

9. Insurance Requirements. Contractor agrees to maintain the minimum insurance coverage limits in connection with this Agreement identified in Exhibit B. Contractor shall supply Company with a Certificate of Insurance evidencing such coverages. Contractor shall require that any subcontractor it employs carry the same coverages in the same limits as set out below, and any other coverage as Contractor deems appropriate. Neither failure of Contractor to comply with any or all of the insurance provisions of this Agreement, nor the failure to secure endorsements on policies as may be necessary to carry out the terms and provisions of this Agreement, shall be construed to limit or relieve Contractor from any of its obligations under this Agreement, including this Section

10. Indemnification. Contractor agrees to indemnify Company for any costs, losses, or liabilities to Company arising from or relating to any actions of or causes of Contractor, its employees, agents, or equipment under this Agreement, unless such costs, losses, or liabilities are partially or solely resulting from Company’s negligence or willful acts. Contractor agrees to defend, protect, indemnify, and hold Company harmless from and against all liabilities to third parties arising out of negligent or willful acts or omissions of Contractor or anyone connected in interest therewith, in conjunction with or in the performance of the Services.

11. Independent Contractor Status. Not withstanding any provision hereof, for all purposes of this Agreement, Contractor shall be, and act as, an independent contractor and not as partner, employee, joint venturer, or agent of Company and shall not bind nor attempt to bind Company to any contract without approval. Contractor agrees that it shall be solely liable for all expenses incurred by Contractor in connection with the performance of the Services. Contractor is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, Workers’ Compensation Insurance. Contractor agrees to defend, indemnify, and hold Company harmless from any and all claims, damages, liability, attorneys’ fees and expenses on account of an alleged failure by Contractor to satisfy any such obligations or any other obligation under this Agreement. Contractor further warrants and agrees to file all required forms and make all federal, state or local tax payments appropriate and necessary to Contractor’s tax status as an independent contractor and agrees to not claim any other status. Contractor shall control and direct the means, manner and method which the Services, as identified by Company, are performed.

12. Assignment. This Agreement and the Services are personal to Contractor and Contractor shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void.

13. Notice. All notices under this Agreement shall be in writing, and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party noted on the first page of this Agreement to be noticed as set forth herein or such other address as such party last provided to the other by written notice.

14. Governing Law. This Agreement shall be governed by and be construed in accordance with the laws of the State of Indiana.

15. Data. Contractor agrees that all data provided to Contractor to perform the Services is confidential and is owned by Company. Data includes the names, addresses, field boundaries, field mapping, and products that are applied for each customer. Contractor agrees that Company provided data may only be used when Contractor is performing the Services under this Agreement and may absolutely not be used by Contractor to directly solicit business from Company’s customers or to perform services for a competitor of Company. Contractor agrees to not use, sell, or disclose Company owned data to any third party unless so required by law. Contractor may disclose Company owned data as necessary to their accountants or attorneys for the preparation or defense of taxation issues.

16. Miscellaneous. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement represents the full agreement between the parties. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. In the event legal action must be taken to enforce this agreement the prevailing party shall be entitled to recovery of attorney's fees and costs.

IN WITNESS WHEREOF, the parties hereto have caused duplicate originals of this Agreement to be executed by their respective duly authorized representatives as of the date and year first written.

Workers Compensation: Statutory for State/Territory

Employers Liability: $500,000 Each Accident $500,000 Policy Limit $500,000 Employee Limit Disease

General Liability: $1,000,000 Per Occurrence / $2,000,000 Aggregate Products – Comp/OP $2,000,000 Aggregate

Auto Liability: $500,000 Combined Single Limit (CSL)

In addition, Aerial and Drone Applicators shall include the following: $300,000 Per Occurrence Unmanned (Drone) $500,000 Per Occurrence Manned (Airplane/Helicopter)

The insured will provide an endorsement evidencing affirmative coverage for pesticide/herbicide/fertilizer application.

Policies maintained by the contracted applicator shall include an endorsement naming Keystone Cooperative, Inc. as Additional Insured in the areas of General Liability and Auto Liability. The insurance coverage must be Primary Non-Contributory with respect to the named Additional Insured. Proposed language to be included below. Subrogation rights must be waived in favor of Keystone Cooperative, Inc. Coverage has to be placed with insurance with a minimum AM Best rating of A- VII. 0 days’ notice of cancellation or nonrenewal provided to Keystone Cooperative, Inc.