1 Introduction

These Terms, as amended from time to time, apply to the provision of Services by AFS Energy B.V., with its registered offices at Beursplein 5, 1012 JW, Amsterdam, The Netherlands (hereinafter “AFS”) to its clients.

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2 Definitions

In this document:

a. Agreement means the agreement between AFS and the Client regarding the sale or purchase of Certificates which can be under a master agreement, a sale or purchase agreement for one transaction or by any other agreement, including but not limited to written or verbal sale or purchase agreements;

b. Certificates means registry certificates introduced by aregulation or voluntary system with a centralized register in which a transfer of ownership can take place;

c. Client means any party contracted under a ServiceAgreement with AFS;

d. Financial Instruments bears the meaning given in [Section1.1 WFT / Section C of Annex I of MiFID II];

e. MiFID II means Directive 2014/65/EU of 15 May 2014 on markets in financial instruments, as amended and all rules and regulations made there under;

f. Party (or Parties) means AFS and its Clients

g. Services means our services regarding the sale orpurchase of Certificates;

h. Trade Confirmation means the written confirmation of a Transaction of one or more Certificates

i. Transaction means the purchase or sale of one or more Certificates, or any other transaction entered into between Parties which iseither executed or received and transmitted by AFS under these Terms, including a withdrawal or cancellation thereof;

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3 No Financial Instruments, no regulation

AFS and its Services are not regulated by any financial regulator. Certificates are not financial instruments as defined by MIFID II,which means MIFID II does not apply to the Transactions covered under theseTerms and Conditions nor does MiFID II apply to AFS. For the transaction of Financial Instruments such as but not limited to EUAs (Carbon Reductionscheme), AFS uses the services of her sister company AFS Execution Services B.V., an entity regulated by the Dutch Authority for Financial Markets (AFM).

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4 Professional Counterparty

AFS accepts transactions only on the basis that the Client declares to be professional: The Client warrants to be able to assess the risksof any transaction including but not limited to the exposure of market risk,credit risk, operational risk and other risks directly or indirectly the consequence of any transaction. AFS does not provide investment services that includes a legal duty of care, unless explicitly agreed between AFS and theClient.

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5 Payment and delivery of Certificates

AFS shall not accept payments or delivery of Certificates from two separate legal entities, unless explicitly agreed upon. Such an arrangement is always subject to explicit written consent by AFS prior to thetransaction. Payments shall be made within 15 business days of receipt of theinvoice unless agreed otherwise.

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6 Broker or Principal Agent

AFS can act as Name passing broker or in the capacity ofPrincipal Agent.

a. As Name passing broker AFS will arrange a Transaction between the Client and a third party. AFS shall not be responsible for the documentation regarding the Transaction. AFS shall not give, nor has it given any investment advice unless explicitly agreed.

b. As Principal Agent AFS will be the legal counterparty tothe Transaction. AFS only accepts transactions as Principal Agent based onwritten and signed contracts.

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7 KYC requirements

The Client agrees and consents to be subject to any know-your-customer procedure, which may include an obligation  to disclose financial information, ultimate beneficiary owners and other necessary legalinformation AFS requires to have on record.

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8 Representations and Warranties

8.1 The Client represents, warrants, covenants and undertakes to AFS, both in respect of itself and any person or legal entity for whom the Client acts as agent or representative, that:

a. the Client is familiar with and aware of the risks and potential losses that may result from trading Certificates and the Client shallalways do its own due diligence of Certificates and specific Transactions;

b. the Client is authorized to enter into any Transaction;

c. the Client acknowledges that AFS does not act as(financial) advisor to the Client when AFS provides Services to the Client inconnection with any Transaction;

d. The Client shall comply with any applicable laws and/orregulations including anti money laundering rules;

e. Any information provided to AFS shall not be misleading and shall be true and accurate;

f. The Client shall immediately inform AFS of any relevant changes in the information the Client has provided to AFS.8.2 If the Client isa seller of Certificates then the Client also represents and warrants on each delivery date that:

i. the Client is legally entitled to dispose of the relevant Certificates;

ii. such Certificates are not subject to any pledge,interest or other encumbrance;

iii. the Certificates are transferable; and

iv. the Certificates correspond to the conditions agreed in the relevant Transaction.

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9 Termination

9.1 Any Party can terminate the Agreement at any time byserving a written notice to the other Party if the other Party:

a. is subject to a bankruptcy order or becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors or go into liquidation, either voluntary or compulsory, or if areceiver or administrator is appointed over its assets;

b. commits an irremediable material breach of the Agreementor these Terms and Conditions;

c. commits any material breach of its obligations under theAgreement or these Terms and – if the breach is rectifiable - fails to rectify such breach to the satisfaction of both Parties within a reasonable amount oftime after a written demand to do so.

9.2 Upon termination pursuant to this clause, any amount, property, asset or liability or obligation due by the other Party will become immediately due, payable or deliverable to the terminating Party.

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10 Limitation of Liability

The liability of AFS or its employees, officers, contractors and/or agents for any damage, loss, cost or expense (collectively ‘loss’) incurred by the Client in connection to the (non-)performance of an Agreementis limited to any loss that is directly caused by gross negligence or willful misconduct by AFS or its employees. AFS shall not be liable for any indirect orconsequential damages, loss of profit, goodwill, business opportunity or anticipated savings. Each Party shall to the extent of their possibilities tryto mitigate, in a commercially reasonable manner, any damage, loss, cost orexpense in connection with any Agreement or Transaction.

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11 Force Majeure and hardship

11.1 AFS shall not be liable to the Client for any delay ornon-performance of its obligations under the Agreement or these Terms and Conditions to the extent to which such delay or non-performance arises from acause beyond the control of AFS, including, without limitation, governmental intervention, actions or interventions of relevant (supervisory) authoritiesand/or trading venues including market or product interventions, breakdown orfailure of transmission or communication or computer facilities, war,explosion, act of terrorism or revolution.

11.2 In case the continued performance of the contractualduties of AFS has become excessively onerous due to an event beyond thereasonable control of AFS which AFS could not have reasonably been expected to take into account at the time of the conclusion of the Agreement, AFS shall bebound, within a reasonable time of the invocation of this clause, to negotiate contractual terms which reasonably allow to overcome the consequences of theevent.

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12 Recording of communication

12.1 AFS shall record telephone conversations and (electronic) communications with the Client that result or may result in a Transaction, even if these conversations or communications do not result in the conclusion of a Transaction with the Client. Such records will be the property of AFS and shall be accepted by the Client as evidence of orders, instructionsor any terms or conditions. During a period of five years the Client may request access to such records of telephone conversation and communications relating to a specific Transaction, for which AFS may charge a fee. AFS is also obliged to provide these records to the national competent authority on their request.

12.2 The Client warrants to have obtained all necessary consent of its employees regarding these recordings. The Client waives its right to receive individual notice of recording.

12.3 The records of AFS, unless shown to be wrong, shall be evidence of dealings of the Client with AFS in connection with Services andTransactions of AFS. Without prejudice to the foregoing, the Client shallremain responsible for keeping its own records.

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13 Confidentiality, data protection

13.1 AFS shall treat information which AFS holds about the Client as private and confidential and shall only use and disclose thisinformation:

(i) when necessary for the performance of its obligations towards the Client, or

(ii) when permitted or required by law, or

(iii) with the permission of the Client for any marketing orother commercial purpose.

13.2 AFS processes personal data in accordance with the applicable data protection rules as set out in the privacy statement.

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14 Amendment and publication

AFS may, at any time, and at its sole discretion, modify these Terms and Conditions. Any such modification shall be effective immediately upon notice and public posting. Continued use by the Client of the Services of AFS following any such modification constitutes unequivocally the acceptance of those modified Terms and Conditions. The current applicableversion of these Terms and Conditions shall be published on the website ofAFS: www.afsenergy.nl.

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15 Language, governing law and jurisdiction

These terms and conditions and the Service Agreement, unless explicitly agreed otherwise, shall be exclusively governed by and interpreted in accordance with the laws of the Netherlands, without reference to the conflict of laws rules thereof, and excluding the United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention, 1980). The District Court of Amsterdam shall have exclusive jurisdiction on any dispute that may arise between Parties. AFS communicates in the English language to the Client, unless the Client explicitly requests to communicate in a different language and AFS has agreed with it. AFS may choose to communicate in other languages. The English version of all documentation shall prevail above any translation.

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16 Anti-corruption Law

Each Party shall in relation to the performance of this Agreement comply with and not engage in any practices which would violate the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable anti-corruption law.

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17 Complaints

During and after the term of the Agreement, the Head of Legal & Compliance of AFS shall promptly respond to any complaints received in connection to the Services provided by AFS. The Client shall be informed ofthe results of any investigation and the conclusions no later than thirty (30)days after the date of receipt of the complaint. AFS is not a member of Stichting Klachteninstituut financiële dienstverlening (‘Kifid’), the Dutch arbitration for financial institutions. Any complaint can be sent to complaintprocedure@afsgroup.nl.

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18 Non-assignment

The Client is not authorized to assign or otherwise transfer its rights or obligations under an Agreement or these Terms and Conditions without prior written consent by AFS.

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19 Partial invalidity

If any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction,neither the legality, validity or enforceability of the remaining provisions of these Terms nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be affected or impaired thereby.

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20 Conflicting clauses

When clauses in an Agreement between Parties conflict with clauses in these Terms and Conditions, the interpretation of the Agreement between Parties prevails.

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