I (we) hereby authorize Veritas Logistics (”COMPANY”) to electronically credit my (our) bank account listed above for payment of goods and/or services. The COMPANY is also authorized to electronically debit my (our) bank account listed above to correct erroneous credits.

This Broker/Motor Carrier Transportation Agreement (this “Agreement”) made as of the date signed below, by and between Veritas Logistics, LLC, an Ohio limited liability company, hereinafter referred to as “Broker”, and , a(n) , hereinafter referred to as “Carrier”. Broker is a licensed property broker holding Certificate of Authority No. MC 01182186 issued by the Federal Motor Carrier Safety Administration (“FMCSA”). Carrier is a licensed contract motor carrier holding the Certificate of Authority issued by the FMCSA and Department of Transportation number, which are identified below. The purpose of this Agreement is to specify the terms and conditions under which Broker will engage Carrier to provide motor carrier services to Broker’s customers. 1. Scope of Services. Broker agrees to, from time to time, offer for shipment, and Carrier agrees to transport, such quantities of commodities as Broker may offer, subject to Carrier’s availability of suitable equipment; provided, however, that Broker shall, under no circumstances, be obligated to tender any specific number of shipments to Carrier. Carrier agrees to tailor the services it provides to Broker and its customers so as to satisfy the distinct needs of Broker’s customers, which include but are not limited to Carrier’s agreement to invoice and accept payment from Broker and not the underlying shipper or consignee and the service requirements required by Broker’s customer, including specific delivery dates and times. 2. Rates and Charges. In exchange for providing freight transportation services, Broker agrees to pay Carrier for said services in accordance with the rates set forth in the particular rate confirmation sheet sent by Broker to Carrier associated with each particular load, which will become part of this Agreement. The Parties shall use their best efforts to sign all rate confirmation sheets associated with the services to be provided by Carrier hereunder, prior to the actual pickup of the load. However, upon Carrier picking up any load to be transported hereunder, Carrier shall automatically be deemed to have accepted the rate listed in the associated rate confirmation sheet regardless of whether Carrier shall have signed the same and Carrier shall be bound to transport the associated load for the rate listed thereon. Additionally, any rates, which may be verbally agreed upon, shall be deemed confirmed in writing where Carrier has billed the agreed rate and Broker has paid it. Except as otherwise provided herein, said rates shall be effective as of the date such rate is mutually agreed to in writing and signed or acknowledged by both parties. Under no circumstances shall Broker or its customers be liable for detention, accessorial, fuel surcharge, or other additional charges of Carrier which are not contained in any particular rate confirmation sheet or otherwise mutually agreed to in writing by the Parties. Carrier specifically agrees that no released value/rate classification or limitation of liability shall be applicable to any transportation services provided by Carrier pursuant to this Agreement. 3. Shipping Documents. Within five (5) days of the delivery of each shipment, Carrier shall provide to Broker for each shipment, a completed original bill of lading signed by the shipper and the consignee, a signed original delivery receipt and such other documents as Broker may reasonably require in order to obtain payment from the customer. Carrier shall be named as “carrier of record” on the bill of lading. In the event of any conflict between the terms and conditions of this Agreement and those contained in any bill of lading, receipt ticket, tariff, service conditions, or circular maintained by Carrier, or other similar document, the terms and conditions of this Agreement shall apply. Any invoice and required paperwork submitted later than 180 days following the date of delivery shall be null and void and neither Broker nor its customer shall have any obligation to pay Carrier’s invoice from and after such time period. 4. Invoices. Consistent with Section 3 above, within five (5) days of the delivery date for each shipment, Carrier agrees to submit to Broker a written invoice for the transportation services provided by it, and such invoice shall include a copy of the associated Bill of Lading, signed delivery receipt and other applicable shipping documents. Each freight invoice shall also contain the trip or pro number assigned to each shipment by Broker at the time it is offered. Carrier shall send all invoices and Bills of Lading and related documents to Broker at: Veritas Logistics, LLC, PO Box 6206, Cincinnati, OH 45206, or by fax or other electronic means as stated in any particular rate confirmation sheet sent from Broker to Carrier. 5. Payment. Subject to Broker’s rights of set-off under Section 6 below, the Parties agree that BROKER is the sole party responsible for payment of Carrier’s charges. Carrier agrees to seek payment for freight charges from Broker only. Broker agrees to pay Carrier in accordance with the agreed upon rates within thirty (30) days of receipt of the associated invoice; provided, however, that Broker shall be under no obligation to pay Carrier until such time as it has received payment for such services from its customer. 6. Set-Off Rights. Notwithstanding anything to the contrary contained elsewhere in this Agreement, Broker shall have the right to set-off against the amounts payable to Broker, any and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, and other expenses, incurred by Broker or its customer as a result of: (i) any breach of any representation or warranty of Carrier under this Agreement, (ii) any breach of this Agreement by Carrier, (iii) any indemnification obligations of Carrier under this Agreement, (iv) the negligence or intentional misconduct of Carrier and its drivers, employees, agents, contractors, successors and assigns, (v) the failure by Carrier to deliver any freight transported hereunder in accordance with the delivery schedule provided by Broker or listed in any associated rate confirmation sheet, (vi) delays in delivery or loss to goods caused by Carrier’s services hereunder, and (vi) freight loss and damage claims or other claims against Broker by its customer or third-parties which relate to freight transported hereunder. Broker’s right of set-off shall be in addition to, and not in substitution of, any other right Broker shall have under this Agreement, or at law or in equity. 7. Acceptance of Load. Once Carrier accepts a load offered by Broker, if Carrier then fails to pick up the load or otherwise fails to cover the load and does not give Broker adequate advance notice of its inability to cover the load, Carrier agrees to reimburse Broker such amounts as are necessary to compensate Broker for its loss of revenue and/or the expense of covering the load by alternative means. Carrier shall not "trip lease", broker, subcontract, interline, or otherwise assign loads offered to it by Broker to another carrier or property broker without the express written consent of Broker. In the event Carrier violates this section, Carrier shall forfeit its right to payment from Broker and/or its customer for such load. 8. Cargo Loss, Delay and/or Damage. Carrier shall be liable to Broker and its customer for the full actual value of all loss, damage, destruction, delay, or theft of any goods transported by Carrier pursuant to this Agreement while such goods are in the care, custody, and control of Carrier as provided in 49 USC §14706. Carrier shall promptly handle and resolve all claims which are submitted either by Broker on behalf of its customer or directly by any customer, shipper or consignee for loss or damage to any cargo transported by Carrier. The provisions contained in Section 9 of this Agreement relating to the amount and type of insurance which Carrier is required to provide, shall in no way limit the obligations of Carrier set forth in this Section 9. All claims for loss or damage and any salvage shall be administered in accordance with the provisions of 49 C.F.R. Section 370, et seq. For purposes of determining the value of lost or damaged goods, the destination market value shall apply. Broker shall have no liability for any loss or damage to any goods transported by Carrier on shipments tendered by Broker. Carrier shall be solely and exclusively responsible for loss or damage to, or delay in delivery of, goods and shipments transported by Carrier under this Agreement. Despite the fact that Broker is not liable for cargo loss, damage or delay claims, Broker shall have the right to pay such claim(s) to its customer, or any consignee or other third party, in which case Carrier shall then be responsible to Broker for such claim(s), as though Broker (i) were the customer or (ii) had received an assignment of such claim(s) from the customer. In the event that the customer of the subject freight has required Broker to waive rights of salvage or resale, Carrier hereby expressly waives any and all rights of salvage or resale of the subject freight to the same extent as waived by Broker. 9. Insurance. Carrier shall, at its expense, during the term of this Agreement, obtain and maintain the following types of insurance with the following minimum limits: (a) comprehensive general liability insurance, including contractual liability coverage and coverage for bodily injury and property damage with limits of not less than One Million Dollars ($1,000,000.00) combined single limit per occurrence; (b) auto liability insurance covering all vehicles owned or operated by Carrier in a combined single limit of not less than One Million Dollars ($1,000,000.00); (c) cargo liability insurance with limits of not less than One Hundred Thousand Dollars ($100,000.00) for loss of, or damage to, property carried on any one (1) motor vehicle; (d) workers' compensation insurance as required by law and employer’s liability insurance in the minimum amount of Five Hundred thousand dollars ($500,000) with a waiver of subrogation in favor of Broker and Broker’s customer; and (e) excess liability insurance in the minimum amount of $1,000,000 dollars which shall be excess coverage above all policies of liability insurance required herein. Carrier shall provide a certificate of insurance to Broker which shall, upon Broker’s requests, name Broker and its customer as an additional insured, and shall provide a waiver of subrogation for General Liability and Workers Compensation. Carrier shall have an endorsement included in each policy providing for written notice of cancellation to be forwarded directly to Broker thirty (30) days prior to cancellation or non-renewal, or not less than ten (10) days notice in the case of cancellation for non-payment of premium. Carrier may not have exclusions with any of the above insurance policies for unattended vehicles and unattached vehicles, theft, abandonment or breakdown or malfunctioning of cooling or heating equipment. Nothing in this Agreement shall be construed to void Carrier’s liability due to any exclusion or deductible in any insurance policy. 10. Equipment Costs and Expenses. Carrier shall, at its expense, furnish all equipment, fuel, supplies, insurance, maintenance, and properly qualified personnel necessary to perform the services hereunder. 11. Independent Contractor. The parties intend by this Agreement that Carrier is, and shall be, an independent contractor and is not, and shall not, be an agent or employee of Broker or of Broker's customers. 12. Carrier Representations. At all times during the term of this Agreement, Carrier represents, warrants and agrees that it will (a) maintain proper authority to provide the services contemplated herein, (b) maintain a satisfactory U.S. DOT safety rating, (c) utilize only fully qualified personnel who have all of the appropriate licenses and certificates, including but not limited to a commercial driver’s license, (d) maintain its equipment in good order and in compliance with all applicable laws, and (e) otherwise comply with all federal, state, and local laws, rules, regulations, and conditions governing its activities hereunder. If Carrier receives an “Unsatisfactory” or “Unfit” safety rating, or a rating is changed from “Satisfactory” to “Conditional” or from “Continue to Operate” to “Marginal”, or its authority is otherwise revokedor cancelled, it shall immediately notify Broker and shall not transport any shipment hereunder without Broker’s prior written consent. 13. Waiver of Lien. Carrier shall not withhold delivery of any freight in its possession due to any dispute with Broker or its customer regarding freight charges or otherwise. Carrier hereby waives and releases all liens or other claims which it might otherwise have in and to any freight in its possession, whether under common law, or federal, state or local laws or regulations. 14. Indemnification. Carrier shall indemnify and hold harmless Broker and Broker's customer for all losses, damages, injuries, or expenses, incurred or sustained by Broker or Broker’s customer, arising out of, based upon, or incurred because of property damage or injury to any person or persons, including death resulting therefrom which results from or arises out of Carrier's performance or non-performance of its obligations under this Agreement, or its failure to comply with the provisions of this Agreement or through the negligence or willful misconduct of Carrier, its agents or employees. Carrier further agrees to indemnify and hold harmless Broker for all losses, damages and expenses Broker may sustain or incur, including but not limited to claims for lost profits or plant shutdown fees, arising out of the loss, damage, destruction, delay or theft of any goods transported by Carrier pursuant to this Agreement while such goods are in the care, custody and control of Carrier. The provision contained in Section 9 of this Agreement relating to the amount and type of insurance which Carrier is required to provide, shall in no way limit the obligations of Carrier set forth in this Section 14. 15. Non-Solicitation/Confidentiality. During the Term of this Agreement and for a period of one (1) year following the termination of this Agreement, Carrier shall not solicit traffic from any shipper, consignor, consignee, or customer of Broker or any other person or entity where: (a)the availability of such traffic first became known to Carrier as a result of Broker's efforts or this Agreement; or (b)where the traffic of the shipper, consignor, consignee, or customer of Broker was first tendered to Carrier through Broker. If Carrier violates this Agreement and "back solicits" Broker's customers and obtains such traffic from Broker's customers, Broker shall then be entitled to secure from Carrier, for a period of one (1) year from the date the back solicited traffic first moves, a commission from Carrier equal to fifteen percent (15%) of the revenue which Carrier receives for the movement of such traffic. Carrier shall not, without first obtaining the written consent of Broker, disclose, advertise or publish in any manner the fact that Carrier has contracted or is furnishing the services provided for Broker herein, or the rates for said services. Broker may terminate this Agreement immediately without penalty upon Carrier’s breach of this provision. 16. Term and Termination. This Agreement shall become effective as of the date first written below under the Carrier’s signature and shall remain in effect for a period of one (1) year from such date and shall be automatically renewed for successive one (1) year periods subject to the right of either party to cancel or terminate this Agreement at any time upon not less than thirty (30) days' advance written notice. 17. Choice of Law and Venue. All questions concerning the construction, interpretation, validity, and enforceability of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Ohio, except where such laws are preempted by federal law, without giving effect to any choice or conflict of law provision or rule that would cause the laws of any other jurisdiction to apply. All disputes related to this Agreement or the services provided for herein shall be brought exclusively in the state or federal courts located in Hamilton County, Ohio and by executing this Agreement the Parties expressly submit to the jurisdiction of the courts located in Hamilton County, Ohio. 18. Entire Agreement. This Agreement, including any exhibits as identified herein, along with any rate confirmation agreed to by the parties pursuant to Section 2 of this Agreement, constitute the entire agreement of the parties with reference to the subject matter hereof, and may not be changed, waived, or modified except by written agreement signed by both parties hereto. 19. Notices. All notices provided or required by this Agreement, shall be made in writing and sent by registered or certified mail, return receipt requested, or by recognized national overnight courier services or by confirmed facsimile or email transmission to the other party at the address set out below and shall be effective when actually received or first refused. The Parties shall promptly notify each other of any claim that is asserted against either of them by anyone arising out of the Parties performance of this Agreement. 20. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have set their hands as of the date written below.