VENDOR ONBOARDING GUIDE

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Welcome letter from our CEO

To: APR Energy Vendors, Suppliers and Contractors

Thank you for your interest in working with APR Energy. It is our goal to partner with the best providers in the market, to ensure the highest quality possible for our products and services. APR Energy enjoys a strong reputation for honesty and integrity throughout the world. Preserving the trust of our stakeholders is the responsibility of every individual in the Company. Our Statement of Business Ethics is designed to help each of us meet that obligation. The policy explains APR Energy’s rules for how we conduct business around the world. Each of us – employees, officers, and members of the Board of Directors, vendors, suppliers and contractors alike – must commit to understanding this policy and abide by its principles.

These principles support full compliance with applicable laws and represent the practical ways that we put our values to work every day. Our corporate values outlined in the Statement serve as the foundation for this policy. Simply stated, it’s about “getting results quickly – the right way.” Please make certain that all representatives of your company who deal with APR Energy are aware and in compliance with our policy. We share a mutual responsibly to maintain a high standard of business conduct. Our internal efforts and policies require your support. I ask for your understanding and cooperation with our employees as they seek to comply with APR Energy’s standards.

Thank you for your commitment to understanding and adhering to APR Energy’s Statement of Business Ethics. We look forward to a long and prosperous relationship with your organization. .

Sincerely,

Laurence Anderson CEO

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Getting started as a vendor with APR

This document will provide the guidance and steps to register with APR Energy as vendor. It outlines the minimum requirements needed to become part of the APR supply chain. The steps for registration are the following:

1. Review this document in its entirety. The act of proceeding to the next steps in this process will constitute an understanding and acceptance of all the requirements outlined within. 2. Register with ARIBA (http://aprenergy.supplier.ARIBA.com/register)

3. Complete the Vendor Information Form (VIS) in the ARIBA site

o All questions regarding the VIS should be sent to the APR Purchasing Department (purchasing@aprenergy.com)

4. Review and return the signed APR Energy plc Anti-Corruption Compliance Policy and Procedures as well as the APR Energy plc Bribery Act 2010 FCPA Due Diligence Questionnaire

o It is essential that you have a complete understanding of the implications and requirements in these forms. If you require these forms in another language, please contact the APR Purchasing Department via email.

5. Review the EDI Quick Reference guide in this document to find the contact information to begin implementation and testing.

6. Review the Corporate Payables requirements for vendor payment, inquiries, etc.

After steps 1-6 are completed, you will be contacted by an APR Purchasing representative to coordinate the next steps, which can include: facilities visit; quality assurance audit and inspection; and further information requirements.

Once all steps are completed, you will be assigned a Vendor Identification Number (VIN) and registration will be complete. Please not that completing registration does not constitute an obligation for APR to purchase from a vendor.

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Statement of Business Ethics

APR Energy operates in a wide range of countries around the world and it is our policy always to conduct our activities in accordance with all applicable laws and regulations. We always work in a safe, ethical, and professional manner across all our operations and to the highest standards of corporate governance, in many cases setting standards well above those required by local law. Business ethics and compliance, particularly in the areas of anti-bribery and corruption, are increasingly important to regulators, customers, and stakeholders who need the assurance of knowing they can trust us to do the right thing. Complying with the law in this important area, as well as maintaining our good reputation, therefore, is essential for our continued success.

APR Energy has a reputation for integrity and honesty in all our business dealings, a factor that contributes positively to our long-term relationships with customers and suppliers. All APR employees, as well as consultants, suppliers, and agents with whom we work, are required to behave ethically, and our expectations of them are set forth in our Corporate Ethics Policy which applies to all Group employees.

The principal objectives of our ethics policy are built around our Core Values:

At APR Energy, we take our values seriously. For us, they are more than a belief system – they are the heart of our Company. They serve as the foundation upon which we work and interact with our coworkers, partners, vendors, suppliers, customers and communities.

Integrity

Our relationships are built on a foundation of trust, honesty, dependability, and transparency. We stay true to our word, and deliver what we commit. We follow the highest ethical and moral standards and take responsibility for our actions.

Speed

Speed is the essence of our business. We deliver with pace, ensuring a level of responsiveness to our customers, stakeholders, and teammates that meets or exceeds expectations. We break through barriers and bureaucracy to meet our goal of delivering on time, every time.

Entrepreneurial spirit

We foster a kindred entrepreneurial spirit that values passion, innovation, and calculated risk-taking. We embrace change as a necessary part of driving growth, and approach each challenge with creativity, courage, collaboration, and a “can-do” attitude.

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Mutual respect

We care for our people, communities, and customers, and conduct all dealings in a manner that reflects fairness and diversity. We behave in a professional, courteous manner and show respect for the individual at all times.

Teamwork

We enjoy a collaborative and collegiate work environment that fosters open communication, learning, and the sharing of information and ideas. We promote close cooperation across business functions and strive to be flexible and customer-centric business partner.

Stewardship

We value the health, safety, and well-being of our people and the communities in which we work, and act as a steward to the environment. We manage carefully our resources while minimizing waste, and actively partner in the progress of our communities through community development. ********************************

In light of the above, all vendors and suppliers also are expected to support and comply with these values and the policies set forth below. Failure to do so will result in discontinuance of our business relationship.

1. Business Interests – Employees and their immediate family are prohibited from having any personal financial dealings with any individual or business organization furnishing or seeking to furnish merchandise, supplies, property or services to APR Energy, other than ownership of a small minority equity interest in a publicly traded company. Additionally, Employees should not act on behalf of APR Energy in any transaction with another organization in which their immediate family member has a material financial interest or by which an immediate family member is employed in a management or sales and marketing position. Immediate family includes parents, children, spouses, siblings, in-laws and anyone (other than a domestic employee) who shares an employee’s home.

2. Acceptance of Gifts or Other Benefits – APR Energy has a policy on conflicts of interest that is part of APR’s Travel and Gift Policy which provides, in general, that employees and members of their immediate families should not request or accept gifts or other personal benefits from any of APR Energy’s vendors or service providers. For information regarding this policy, persons doing business or seeking to do business with APR Energy should consult with APR Energy’s Chief Compliance Officer before making any such gifts.

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3. Corporate Funds – APR Energy’s employees are prohibited from maintaining or authorizing disbursements of Company funds that are not recorded on its books and records. APR Energy’s liability to the vendor or supplier may be satisfied only by submission of an appropriately detailed invoice to APR Energy’s Accounts Payable Department, once the vendor or supplier has submitted all information required for APR Energy’s new vendor set-up process.

All vendors and suppliers are expected to comply with all applicable laws and regulations in the conduct of their business with APR Energy, including specifically laws pertaining to ant-corruption and bribery.

If you are subjected to or are aware of a violation of this policy, please report it by contacting APR Energy’s HR Compliance Hotline at +1-877-237-4362.

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ARIBA Registration

ARIBA is an e-commerce solution that helps improve all procure-to-pay processes through network connections and automation. It allows APR Energy to analyze, understand and manage our corporate spending to achieve increased cost savings and business process efficiency. Vendors that have been qualified by our Procurement team are invited to participate in a bidding event that takes place in ARIBA.

This online platform standardizes and streamlines vendor onboarding and integration processes. By adopting electronic communication standards for P2P, APR can buy electronically through online catalogs, paperless invoicing, etc.

To get started with ARIBA registration, please go to the APR vendor website (http://aprenergy.supplier.ARIBA.com/register) to create your company profile.

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1. You will first see the Welcome to the ARIBA Commerce Cloud page:

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2. Perform one of the following actions:

• Click Continue to enter your ARIBA Commerce Cloud account and user information and complete the registration process.

• Click Click here if you already have an ARIBA Commerce Cloud, ARIBA Discovery, or ARIBA Network account to link your sourcing events with your existing account.

If you click Continue, ARIBA displays the ARIBA Commerce Cloud Registration page. At this point you will be asked to complete the APR Vendor Information Sheet (VIS):

3. Read the ARIBA Terms of Use Agreement and click the check box if you agree to the terms. 4. Click Register Now.

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How to participate in an existing APR Energy event:

1. Once you have completed your online ARIBA registration, click on the title of the event you will be participating in (Events sorted by status below):

2. Click on “Review Prerequisites”, Suppliers need to accept prerequisites before moving forward with the event:

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3. Click the radio button to accept the terms, then click on “OK”. Please note that there might be other prerequisites entered by APR Energy, i.e. “Yes/No” type questions.

4. If participating in an online auction/ reverse auction event, select the “Lots” you will be participating in and click on “Submit Selected Lots”:

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5. Provide responses to questions, and pricing to line items/lots created by APR Energy. Questions marked with a green asterix, indicate required fields. All required fields must be answered in order for you to “Submit Entire Response”. You may click on “Save” to save your responses prior to submitting them to APR Energy. You may also click on “Compose Message” to send a message to the APR Energy.

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EDI Quick Reference Guide

APR Energy requires all vendors to trade with us using EDI communications. EDI is an efficient, secure and timely method of communicating business transactions. We have engaged SPS Commerce, a SaaS provider of supply chain solutions, to provide a complete suite of EDI Services for us. All EDI data to or from APR Energy is processed through SPS Commerce. A uniform and consistent interface has allowed us to rapidly engage our trading partners in communications via EDI. Discussion with an APR Energy Business Development Manager is the first step for EDI enablement.

SPS Commerce offers a range of hosted solutions ranging from web browser based to direct integration with your back end applications. If you have in-house EDI capabilities or have already partnered with an 3rd_{Party EDI provider, you may certify these existing capabilities for our EDI}

program through SPS Commerce.

Please contact SPS Commerce’s Client Services department for more information regarding how to enable these capabilities with APR Energy

SPS Commerce Client Services www.SPSCommerce.com

866-245-8100

ClientServices@SPSCommerce.com

If you already have existing services through SPS Commerce or any questions regarding our program, please contact SPS Commerce’s Customer Operations team for your selected service.

SPS Commerce Customer Operations www.spscommerce.net - 888-739-3232

NIServices@SPSCommerce.com – SPS Commerce Web-Forms users

RetailServices@SPSCommerce.com – In-house EDI Software/3rd_{party EDI users}

FIServices@SPSCommerce.com – SPS Commerce File Integration users

If a new EDI system is installed or any major changes are made to your current system, SPS Commerce must be contacted for re-certification of the trading partnership, ensuring that future transmissions continue to meet APR Energy’s standards.

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Required Electronic Documents

SPS Commerce hosts the most current documentation related to our program on a APR Energy specific portal. Please use the following credentials to access our Trading Partner Specific

Documentation:

www.spscommerce.net

Username: APRvendorPassword: spscommerce1

The following EDI document types are supported by APR Energy through SPS Commerce and are required for all vendors.

● _{850 Purchase Order}

● _{855 Purchase Order Acknowledgment} ● 860 Purchase Order Change

● 865 Purchase Order Change Acknowledgement

● _{856 Advanced Shipment Notice} ● _{810 Invoice}

Other Requirements included in the program • GS1 Barcode Label

Purchase Order Information

APR Energy will send an EDI Purchase Order for all orders being placed with the vendor. Precise details are articulated in the 850 EDI specifications. A vendor must receive a valid purchase order from APR Energy via EDI. Do not accept phone orders or verbal commitments, as such will not . Order Dates

APR Energy will communicate the Requested Ship Date on all Purchase Orders. Once the Purchase Acknowledgement has been issued, it is expected that the vendors will ship on or before that date. Product is considered late if not shipped within 1 days of the Requested Ship date.

Purchase Order Acknowledgement

It is the vendor’s responsibility to advise APR Energy via the Purchase Order Acknowledgement process of the commitment to fulfill the purchase order as placed. Timely return of this document is critical to our processes and must be received within 2 business days of the Purchase Order being sent.

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This includes:

- Acceptance of the Purchase Order as placed

- Acceptance of the Purchase Order with changes in quantities or order fulfillment timing - Rejection of the Purchase Order

If inaccuracies exist and modifications are necessary, the vendor must send a Purchase Order Acknowledgment (855) detailing the requested changes. The vendor must then wait to receive a Purchase Order Change (860) confirmation from APR Energy

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Financial and Accounts Payables

810 Invoice Transmission

The EDI invoice (810) is required by APR Energy to eliminate redundant data entry while promoting accuracy and timely payments. The 810 EDI Invoice will be used by APR Energy to automate the receipt of invoices, use the 3 way matching functionality against the ASN shipped quantities and the Purchase Order and apply the invoice to the accounts payables system for timely payments to the supplier.

Note: The following rules must be followed to ensure timely payments:

• No paper invoices will be allowed unless prior approval has been given by an APR Energy Purchasing or Accounts Payables personnel.

• Cancelled Orders: Invoices for merchandise shipped after the order has been cancelled will not be paid.

• An ASN must be received prior to the Invoice.

• Invoices must include the correct PO#, Customer Order # and Internal Vendor # from the Purchase Order.

• Invoices should not include quantities for product not shipped.

• All products must be invoiced using the unit of measure found on the purchase order.

• _{The UPC/EAN or APR Energy SKU number must be present for each item on each invoice}_.

Payment Policies

A unique invoice must be sent for each shipment against a PO. The vendor may not duplicate an invoice number within a 2-year period.

The vendor should verify receipt of functional acknowledgements (FA 997) for all invoices (810) transmitted. Contact SPS Commerce’s Retail Services team if an FA (997) is not returned.

SPS Commerce also validates for content and business rules on APR Energy’s behalf. Please monitor for any error messages from SPS Commerce. It is the vendor’s responsibility to make corrections and reprocess any transactions rejected by SPS Commerce. If you have any questions regarding an error, please contact SPS Commerce and they will assist in identifying the cause of the error and any necessary steps to make the appropriate corrections.

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Due Dates

Payment due dates are based on the invoice receipt date, not the invoice date on the EDI invoice (810). Invoices cannot be backdated.

Payment Terms

Payment terms, when applicable, should be communicated on each invoice. APR Energy uses the following pieces of terms information to identify payment terms:

• Terms Type Code (ex. End of Month, Discount Not Applicable, Basic Discount Offered) • Terms Basis Date Code - Invoice Date

• Terms Discount Percent

• Terms Discount Due Date (Calendar date of when the discount expires) • Terms Discount Days (Number of days the discount period is offered) • Terms Net Due Date (Calendar date of when the full payment is due)

• Terms Net Days (Number of days from terms basis date before full payment is due)

• Terms Discount Amount (Dollar amount of the cash discount if paid within discount date

window)

• Description (Typically the human readable description of the terms ex. 2% 10 Net 60)

If a terms discount is offered, please include {Terms Discount Due Date or Terms Discount Days}, {Terms Net Due Date or Terms Net Days}, {Terms Discount Percent or Terms Discount Amount} Accounts Payable Vendor Address

The Accounts Payable Vendor Address is maintained using the address included on the vendor’s current invoices. Changes due to mergers, acquisitions, Chapter 11 filings, company closings or any changes to the remittance address must be communicated in writing on company letterhead and signed by a Senior Officer of the company. The following information must be included in the letter:

● Company name and DUNS number

● Old company name and new company name

● APR Energy assigned vendor number(s)

● Previous company address and current company address

● Statement of what is taking place (i.e. merger, etc.)

● Effective date of change

The written notification for any changes in the above categories should be sent to Accounts Payables Department (accountpayables@aprenergy.com) .

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Shipping Information

By having advance notice of shipping delays, we will be able to accurately communicate delays or out of stocks to our end consumer.

Detailed information

Verify the accuracy of all purchase order details including ship and cancel dates, cost, payment terms, etc.

Do not ship your merchandise until all discrepancies on the purchase order have been corrected through an EDI purchase order change (860).

Advanced Shipment Notice Requirements

The Advance Ship Notice allows for better resource planning and reduces costs associated with processing and receiving freight. The timing of the transmission is critical in order for < Retailer Name> to plan for appropriate staffing and warehouse space for storage. One unique ASN number must represent each shipment and each shipment must include the carrier tracking information and corresponding PO number.

Vendors must make every effort to ensure that shipments are 100% accurate and include all requested data. Only send notice on the ASN of the amount of product actually shipped in the individual shipment. Any product not shipped should not be found on the ASN.

Any system issue that prevents transmission of a timely ASN (856) should be reported to the APR Energy Purchasing Department (purchasing@aprenergy.com) immediately. If ASN (856) data is not provided for a carton / shipment, an expense offset may be assessed.

Note: Invoices sent without an ASN will be held up for payment Approved Carriers

Approved carries are Small Package • UPS • FedEx LTL • FedEx Ground • UPS Ground • Old Dominion • ABF • Yellow/Roadway

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Truck Load • JB Hunt • Swift • Dart

Other Vendor Requirements

• Vendor must ship the complete order to APR Energy per the requested ship date on the EDI 850 Purchase Order. Items on Backorder must be communicated via the 855 within two (2) business day from receipt of the Purchase Order. Any updates to the shipment status should be sent to APR Energy via the 855 until the shipment occurs and the ASN is generated.

• Fulfillment rate of 97% or better required of vendors - If the vendor is unable to maintain this expected rate, APR Energy will review their assortment and determine next steps.

• No product substitutions are permitted without Purchase Order Change Confirmation (860) from APR Energy.

• If APR Energy makes an inquiry about an order that is overdue or in jeopardy of becoming overdue, a vendor must respond to the inquiry within one (1) business day.

• All bulk shipment orders must have a GS1 barcode affixed to each carton shipped. If a vendor is unable to produce the GS1 barcode label from the data transmitted in the 850 purchase order, it may opt to sign up for the SPS Solution which will generate a barcode label for each order for a nominal fee.

• Price change requests must be submitted as far in advance of the proposed effective date as possible to the appropriate APR Energy’s merchant. Note: Vendor must allow a minimum of five (5) business days for price change information to be reviewed and, if accepted, updated on APR Energy’s systems. If APR Energy’s agrees to a price change request, orders placed while the former price is in effect must be honored