Agreement

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Customer ("Customer") and Hawk Construction, LLC ("Provider") acknowledge that Customer's Credit Application, if any, Provider's Quotation, if any, the Order Confirmation, if any, and these Terms and Conditions collectively form the sole and entire agreement under which Provider shall provide, and Customer shall pay for, the logistics coordination and/or placement services described therein (the "Services"). This Agreement supersedes all prior or contemporaneous oral or written agreements between the parties regarding the same. Any different or additional terms contained in Customer's acceptance, purchase order, or any other document are objected to by Provider and shall have no effect and shall not become part of this Agreement, whether or not Provider has executed such document; no such terms are effective unless signed by an authorised representative of Provider. Customer's signature on a Quotation, direction to proceed with scheduling or mobilisation, or payment for the Services shall be deemed acceptance of these Terms. Provider is a specialised installer of Hawk-manufactured Goods, not a general contractor, subcontractor, or trade contractor; Provider's scope under this Agreement is strictly limited to the logistics coordination and/or placement of Goods supplied by Hawk Precast, LLC, and does not extend to any other scope of work unless expressly added by a written addendum to the applicable Sales Agreement.

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Scheduling, Cancellation, and Change Orders

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All orders for Services are subject to acceptance by Provider in its sole discretion. This Agreement is not subject to cancellation by Customer except with Provider's prior written agreement; should Provider consent to cancellation, Customer shall be responsible for the price of all Services completed and materials used, all costs incurred by Provider for uncompleted Services, and a cancellation charge equal to 25% of the total contract price as reasonable compensation for lost profits, given the difficulty of ascertaining actual damages. Either Party may propose changes to the Scope of Services; Provider is under no obligation to commence any out-of-scope work until a written Change Order is executed by Customer, and any resulting delay shall extend the performance schedule accordingly. If Customer requires Provider to execute a subcontract or master agreement not authored by Provider, or to use any third-party compliance or payment portal, Provider may charge an Administrative Management Surcharge and/or Administrative Platform Fee at the rate stated in the applicable pricing exhibit or Order Confirmation, invoiced as a separate line item.

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Agency and Custody of Goods

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Where the Services include arranging transportation of Customer-owned Goods, Customer appoints Provider as its limited agent solely for that purpose. Where on-site placement is included in the scope, Provider's responsibility for that work shall not exceed the Services portion of the Total Contract Value, and does not extend to manufacturing defects, pre-existing conditions, soil or site failures, transit damage, or damage caused by parties outside Provider's control.

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Taxes

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Where Provider is engaged solely to provide logistics and/or placement services and the Goods have already been purchased by Customer, Provider does not sell, resell, or transfer title to any Goods, acts solely as Customer's limited agent for logistics coordination, and collects no Texas Sales Tax on the Services. Customer remains solely responsible for all taxes assessed on Goods purchased under any separate agreement. The Services are non-taxable as a real property improvement service under Texas Administrative Code Rule 3.291.

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Pricing and Payment

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Quoted prices are subject to change without notice and expire if not accepted within 30 days of issue. Any change in location, Scope of Services, or schedule may result in a price adjustment. The Total Contract Value is subject to adjustment at any time after Order Confirmation to account for any fluctuation or increase in Provider's costs of providing the Services, including labour, fuel, logistics, materials, or any tariff, duty, or governmental action, upon fifteen (15) days' written notice formalised as a Change Order — applicable to any unperformed Services, including later phases of a multi-phase or staged project. Separately, prices are firm for commencement of Services within ninety (90) days of the date Provider notifies Customer it is ready to mobilise; if Customer has not permitted Services to commence by that time, Provider may adjust the Total Contract Value to its then-current rates as of the date Services actually commence, in addition to any Daily Standby or Remobilisation Fees accrued under this Agreement. Payment terms are as specified in the Confirmation or invoice; unless otherwise specified, payment is due upon receipt of Provider's invoice, without retention or set-off by Customer. Any amount not paid in full before or at completion of Services constitutes an extension of credit by Provider to Customer, subject to Provider's approval of Customer's credit and any terms, security, or guarantee Provider requires as a condition of that credit — including any Guarantee provisions in Customer's executed Credit Application. Customer's payment obligation is not contingent on Customer's ability to collect or obtain funds from any third party; pay-when-paid and pay-if-paid clauses in any Customer document do not apply to Provider's invoices.

Past-due amounts accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less. If Customer's financial responsibility or credit standing becomes impaired or unsatisfactory to Provider, Provider may require payment in advance or satisfactory security, and may suspend or terminate performance if Customer fails to provide it. Provider may exercise set-off or recoupment against any sums owed by Customer or its affiliates under this Agreement or any other agreement with Provider or Provider's affiliates, including Hawk Precast, LLC. Customer agrees that all funds it receives from any source resulting from Services Provider performed are held in trust for Provider's benefit and shall be paid to Provider within ten (10) business days of Customer's receipt. Customer agrees to pay all collection costs, including reasonable attorneys' fees, incurred by Provider.

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Retainage and Lien Rights

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Withheld retainage shall become due and payable no later than thirty (30) days following substantial completion of Provider's scope of work, consistent with Provider's rights under the Texas Prompt Payment Act (Texas Property Code §28.002) and Texas Property Code Chapter 53. Retainage is not subject to holdback pending final project closeout, punchlist completion by others, or Owner acceptance of work performed by other contractors, and interest accrues on unreleased retainage from the date it becomes due. Nothing in this Agreement waives Provider's lien rights, bond rights, or any other statutory payment remedy available under Texas law.

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Daily Standby and Remobilisation Fees

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If Provider's crew is mobilised to the Project Site and is unable to commence or continue work due to Customer's failure to meet site readiness conditions, a pending Change Order, any act or omission of Customer or its agents, or any unforeseen site condition not caused by Provider, a Daily Standby Fee accrues at the rate stated in the applicable pricing exhibit for each day or portion thereof the crew is idled, with no prior notice required. Provider is under no obligation to remain mobilised beyond two consecutive standby days without written direction from Customer, and may demobilise at its sole discretion thereafter; a Remobilisation Fee as stated in the applicable pricing exhibit or agreed in writing applies to any subsequent return to the Project Site, in addition to any accrued Standby Fees.

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Customer's Obligations and Specifications

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Customer shall cooperate with Provider in all matters relating to the Services, provide access to the designated work area, respond promptly to requests for direction or approvals, provide a safe workplace, and obtain and maintain all necessary permits and licences before Services begin. If Provider's performance is prevented or delayed by any act or omission of Customer or its agents, Provider is not in violation of this Agreement and is not accountable for resulting costs or damages. Provider is not responsible for the adequacy or performance of Customer's engineering, design, or specifications; Customer's approval of any engineered shop drawing or design modification supersedes the original specifications and eliminates any claim that Provider failed to comply with them.

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Warranty and Liability Disclaimer

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Provider warrants that it shall perform the Services using personnel of required skill, experience, and qualifications, in a professional and workmanlike manner per generally recognised industry standards. For any goods, products, or parts furnished by Provider incidental to the Services ("Incidental Goods") — limited to consumable materials such as grout, rebar, and paint, and expressly excluding the Precast Concrete Goods, which are warranted solely under the separate Goods agreement — Provider warrants such Incidental Goods free from material defects for one (1) year from delivery.

The foregoing warranties are in lieu of and exclude all other warranties, express or implied, including the implied warranties of merchantability or fitness for a particular purpose. Provider's sole liability and Customer's exclusive remedy is, at Provider's option, re-performance of the defective Services, repair or credit of the defective Incidental Goods, or refund of the pro-rata amount paid. Provider is not responsible for any labour, removal, or installation charges resulting from repair or services provided by a third party.

Provider shall have no liability for indirect, special, incidental, punitive, or consequential damages, lost profits, or loss of use. In no event shall Provider's liability, whether in contract, tort, or otherwise, exceed the price paid by Customer for the Services giving rise to the claim, and Customer waives any claim above that amount.

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Notice of Claims

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Provider shall not be liable for any claim unless it receives written notice, for which time is of the essence, within ten (10) business days after Customer knows or reasonably should have known of the facts giving rise to the claim. Any claim related to the allegedly defective provision of Services is conclusively deemed waived unless Provider receives written notice within twelve (12) months of completion of the Services. All notices must include the project name, date of the event or discovery, photographs where applicable, and a description of the alleged defect or claim.

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Indemnification

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To the fullest extent permitted by law, each party agrees to indemnify, defend, and hold harmless the other party and its affiliated companies, officers, directors, employees, and agents from all claims, damages, losses, and expenses (including attorneys' fees) to the extent arising from injury, death, or destruction of property caused by the negligent acts or omissions of the indemnifying party, its employees, or any subcontractor it controls; provided that no obligation to indemnify arises from the negligence or wilful misconduct of the indemnitee.

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Insurance

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During the term of this Agreement, Provider shall maintain commercial general liability, commercial auto, and workers' compensation insurance in commercially reasonable amounts, and shall furnish a certificate of insurance evidencing such coverage upon Customer's written request, naming Customer as additional insured with respect to Provider's operations under this Agreement. Customer shall maintain Commercial General Liability insurance of at least $1,000,000 per occurrence, furnish a certificate upon Provider's request, and name Provider as additional insured. Each Party shall cause its insurers to waive all rights of subrogation against the other Party with respect to losses covered by these policies.

Force Majeure and Delay

Provider is not liable for any failure, damage, or delay in the provision of Services resulting from causes beyond its reasonable control, including acts of God, flood, fire, epidemic, war, government action, strikes, labour disturbances, or inability to obtain adequate labour, materials, or transportation. Provider's performance timeframe shall be extended reasonably upon any such event, and Customer is not entitled to any other remedy. Provider is also not liable for delay arising from factory or labour conditions, or the acts or omissions of Customer, its agents, subcontractors, or material suppliers.

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Governing Law and Dispute Resolution

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This Agreement is governed in all respects by the laws of the State of Texas, without regard to conflict of laws principles. Before initiating arbitration, the Parties shall attempt mediation through the American Arbitration Association in McKinney, Collin County, Texas, within 30 days of written notice of a dispute, with costs shared equally. Any unresolved controversy shall be settled by binding arbitration administered by the AAA under its then-current Commercial Arbitration Rules, before a single arbitrator in McKinney, Collin County, Texas. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If this arbitration provision is deemed invalid, venue lies exclusively in the state and federal courts of Collin County, Texas, to which each Party irrevocably consents.

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General Provisions

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Customer shall not assign or transfer any contract with Provider without its prior written consent. If Customer is in breach, it shall pay all of Provider's costs of enforcement, including reasonable attorneys' fees. No waiver of these Terms is effective against Provider unless made in writing by an authorised representative, and Provider's failure to exercise a right arising from Customer's default is not a continuing waiver. Any notice required to be sent to Provider shall be in writing and sent by Certified Mail to Hawk Construction, LLC, 5002 Highway 380, Princeton, Texas 75407. Provider reserves the right to correct typographical or clerical errors without prejudice or legal effect. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties. If any provision is held invalid or unenforceable, the remaining provisions continue in full force and effect. Headings are for convenience only and do not affect interpretation.