$ Quick Pay: Guaranteed payment 20 days following the receipt of the POD and associated paperwork. There is a 2% discount taken for this service.

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1 Dear Potential Carrier Partner, Thank you for your interest in becoming a carrier and partner with Grimes Supply Chain Services, INC (GSCS). We offer excellent opportunities to be a part of our team and grow your business. To become integral part of the GSCS team, please review and complete the enclosed Contract Carrier Agreement and return with copies of the following: 1. Certificate of Insurance: A request letter is attached for you to fax to your insurance company 2. Contract Carrier profile sheet 3. W-9 Request for taxpayer identification number and certification Payment for services will be made 40 days after receipt of your invoice and proof of delivery (POD). Grimes Supply Chain Services is fortunate enough to count several Fortune 500 companies as clients, so while they may not pay quickly, they always pay. If our current payment terms do not fit your current cash flow needs, or if you require immediate payment upon delivery, we offer two alternatives to our normal pay cycle: $ Fast Pay: Immediate payment via Comcheck upon receipt of the POD and all associated paperwork. There is a 5% discount taken for this service. $ Quick Pay: Guaranteed payment 20 days following the receipt of the POD and associated paperwork. There is a 2% discount taken for this service. As the markets begin to normalize and freight volumes pick-up we expect to return to standard 30-day terms, however, until that time we remain sensitive to both our clients needs and our carrier partners concerns. To ensure timely payment of your invoice(s), be sure to include the following information: 1. Copy of the Bill of Lading and Proof of Delivery 2. Carrier invoice 3. Any additional receipts for agreed upon services

2 POD is expected to be sent to GSCS within hours of delivery. If POD is not received by 14 days of the delivery date a 10% discount will applied to the rate paid to the Carrier partner. If POD is not received by 30 days of the delivery date a 25% discount will applied to the rate paid to the Carrier partner. Any further delay of POD may be discounted further up to the full amount provided on the carrier invoice. If you have any questions or would like additional information, please feel free to contact us at (904) Please return this information by FAX to (904) Again, thank you for your interest in Grimes Supply Chain Services. Sincerely, Grimes Supply Chain Services, INC. Robert Peterson Grimes Supply Chain Services (Division of the Grimes Companies) P.O. Box Jacksonville, FL Telephone (904) Toll Free Fax (904) Grimes Supply Chain Services: Broker Carrier Agreement 2 of 10

3 Operating Procedures Appointments Please note that all appointments are made by Grimes Supply Chain Services (GSCS) unless preapproved by GSCS. All carriers unable to honor a scheduled appointment are required to call (904) Please do not call the consignee or shipper to reschedule appointments unless preapproved by GSCS. Dispatch It is the carrier s responsibility to dispatch the carrier and/or driver with all the needed information for pick up and delivery provided by GSCS. Labor (Including but not limited to: Driver Assist, lumper, pallet charges, and loading and unloading charges) If there is any labor required on the load, the driver must call for authorization prior to labor being preformed. Labor will not be paid without authorization. Driver must have consignee or shipper verification in writing on BOL or POD. Failure to do so will result in nonpayment of labor charges. Transit Schedule Conformation contains a time table of pickup date, delivery date, and times. Any unauthorized deviation form listed schedules will result in a discount in carrier rate per occurrence. PLEASE SIGN: Grimes Supply Chain Services: Broker Carrier Agreement 3 of 10

4 Grimes Supply Chain Services Carrier Partner Company Profile Sheet Carrier Name: Physical Addr: City: ST: Zip: Mailing Addr: City: ST: Zip: Billing Addr: City: ST: Zip: Phone: Fax: After Hours Emergency #: Owner Name: FID/EIN #: MC#: DOT#: (s): Billing Contact(s): PH: Type of Equipment (Please Include number and length) Number Type Length(s) Number Type Length(s) Van Reefer Flat Hot Shot Other (Please Specify): Owner Operators: Company Drivers: Hazmat Reg#: Total # of Trucks: Teams? Power only? Communications Used (Check all the apply): Satellite Tracking: Cell Phone: Other: Do you have a Forced of Non-Forced dispatch? Do you have any preferred / needed lanes? Please List below: Pick up City / Region / ST: Delivery City / Region / ST: Pick up City / Region / ST: Delivery City / Region / ST: Pick up City / Region / ST: Delivery City / Region / ST: Grimes Supply Chain Services: Broker Carrier Agreement 4 of 10

5 Contract Carrier Agreement This agreement made this day of, 20 by and between (and all affiliates and subsidiaries) MC#, an I.C.C. Licensed contract motor carrier ( CARRIER ) and Grimes Supply Chain Services, Inc, MC#545126, P.O. Box , Jacksonville, Florida 32236, an I.C.C Licensed broker ( GSCS ). 1) This Agreement shall govern all shipments arranged for by GSCS as a Broker and tendered by it to Carrier for transportation by Carrier. This Agreement shall be effective immediately upon execution by both parties. It shall continue for one (1) year from the date of execution and will automatically renew on the anniversary date. This agreement may, at any time, be cancelled by either party in writing on a 60 day notice. 2) CARRIER warrants that it maintains personal injury and property damage insurance ($1,000,000 minimum per occurrence or CSL) as required by 49 CFR 387 of the FMCSA. In addition, the CARRIER warrants that it maintains all risk (broad form) motor cargo insurance as required in an amount equal to the full value of the maximum quantity of goods expected to be transported at any one time under this agreement, but in no event in an amount less than $100, per shipment, to compensate GSCS, consignor or consignee, for any and all loss or damage to property which transportation services under this agreement. Carrier shall maintain workman s compensation insurance and will give GSCS written notice thirty (30) days prior to the cancellation of such policies. Carrier will furnish to GSCS standard Certificate(s) of insurance for both cargo and liability naming GSCS as an additional insured. 3) GSCS agrees to pay CARRIER for the transportation of freight moved under this Agreement in accordance with the rates set forth in Appendix 1 attached hereto and made a part hereof, or as set forth in rate conformation sheets, which will become part of this agreement. Modifications or additions to these rates may be agreed to in writing or made verbally to meet specific shipping schedules. Conformation of verbally agreed rates will be made by a rate conformation recap faxed, or mailed by GSCS to CARRIER and by CARRIER s pick-up of the shipment. In addition, conformation of verbally agreed rates should be made by the CARRIER s billing and GSCS payment thereof. On a challenged invoice, If GSCS pays the freight invoice at a reduced amount, such shall constitute the agreed upon rate, unless CARRIER indicates in writing to GSCS within sixty (60) days of its receipt of payment. All modifications and additions to the rates made either in writing or verbally and confirmed in writing, or as established by the billing and payment by the parties (together with the underlying freight bills), shall be deemed as appendices to and considered a part of this agreement. For payment purposes, the billing clock starts with GSCS receipt of shipment invoice and proof of Delivery. Initial Grimes Supply Chain Services: Broker Carrier Agreement 5 of 10

6 4) GSCS and CARRIER agree that transportation services hereunder are to be preformed as a contract carrier in compliance with 49 U.S by assigning a motor vehicle for a continuing period to meet the particular needs of GSCS or by providing specialized service designated to meet the distinctive needs of GSCS or the consignor. Such services shall include, when applicable, but shall not be limited to: protective services, multiple stops in transit, direct dispatch, drop shipments, inside delivers, spotting trailers, and expected shipments. Whether or not CARREIR is authorized to operate as a common carrier, CARRIER agrees that each and every shipment tendered to CARRIER for transportation as motor contract carrier shall be subject only to the terms of the Agreement and the provisions of law applicable to motor contract carriers. 5) CARRIER will responsible to comply with all applicable I.C.C. and DOT regulations as well as all other federal and state regulations pertaining to the operations of a motor carrier. 6) Carrier shall be liable to the consignor for the actual loss and damage to that freight transported under this agreement, while in the care of custody of the CARRIER. All claims for loss and damage and salvage shall be handled in accordance with the regulations of the I.C.C. as published in the Code of Federal Regulations, 49 C.F.R GSCS will work diligently and timely to resolve any financial issue with the carrier; however GSCS after reasonable efforts to mutually resolve such issues does reserve the right to set off the amounts contained in freight invoices for any loss, damages, pallet charges, or any other charges that are created by the CARRIER in its performance under this agreement. Payment of claims and liability are the responsibility of the CARRIER, not GSCS, and GSCS has no responsibility to pay such amount on behalf of the shipper. If the terms, conditions, or provisions of the Bill of Lading or any other shipping form utilized are in conflict with this Agreement, the terms of this Agreement shall govern. 7) CARRIER agrees to defend and hold GSCS harmless from and indemnify GSCS for, any liability resulting from loss or damage to any freight transported by CARRIER pursuant to the Agreement, including all costs incurred in defending such claims, including attorney s fees. To the extent same is caused by a negligent or willful act or omission of CARRIER. CARRIER also agrees to defend and hold GSCS harmless from, and indemnify GSCS for, any liability resulting from personal injury or property damage which may occur during the operations of CARRIER pursuant to the Agreement, including all costs incurred in defending such claims, including attorneys fees. GSCS has the right to select its own attorneys, and CARRIER agrees to pay the cost of GSCS s legal defense for any and all matters involving claims against GSCS under the Agreement. 8) CARRIER will submit charges for transportation directly to GSCS and shall provide GSCS with an original signed Bill of Lading and Proof of Delivery receipt, plus original signed rate addendum in order to receive payment. CARRIER must invoice GSCS with the original Bill of Lading and Proof of Delivery within ninety (90) days of delivery or risk forfeiture of payment. Initial Grimes Supply Chain Services: Broker Carrier Agreement 6 of 10

7 9) Carrier acknowledges that in performing services of GSCS, CARRIER will be exposed to and receive confidential and proprietary information concerning GSCS s customers, customer lists, rates, marketing efforts and manner of doing business (hereinafter confidential information ) In addition, CARRIER will become the beneficiary of goodwill GSC has developed over a significant period of time. Therefore, CARRIER agrees that during the term of this Agreement and for a period of one (1) year from the termination of this agreement, for whatever reason, CARRIER will refrain from soliciting, directly of indirectly, business from and GSCS customer (first introduced to CARRIER by GSCS during the term of this agreement) for which CARRIER preformed any service during the term of this agreement. If the CARRIER has an existing relationship with the customer, they must advise GSCS in writing prior to accepting a load from GSCS so that an appropriate business decision can be made and existing lane clarifications obtained. 10) The parties agree that for the durations of the Agreement, CARRIER will be independent contractor. 11) Carrier agrees that GSCS is solely responsible for payment of all charges to CARRIER for work preformed under this Agreement. 12) The provisions of this Agreement shall be binding upon and insure to the benefit of the parties hereto and the consignor and consignee of all the shipments transported hereunder and may be independently asserted and enforced by any of them. The obligations of this Agreement are separate and divisible and in the event that clause is deemed unenforceable, the balance of this Agreement shall continue in full force and affect and shall be enforced to the maximum extent allowable by law. 13) Upon acceptance of any load tendered by GSCS, in the event CARRIER fails to perform as agreed, GSCS is authorized to take whatever remedial action it deems necessary to offset the consequential damages, and the cost of such remedial action will be chargeable to CARRIER. 14) CARRIER agrees that during the term of this Agreement and for a period of two (2) years from the termination of this Agreement, for whatever reason, CARRIER will refrain from hiring any employees of GSCS or any persons who have been employed by GSCS within the six (6) month period prior to the time CARRIER employs said persons. If CARRIER hires any employee in violation of this paragraph, CARRIER agrees that it will be bound by the terms of the employee s non- compete agreement with GSCS and will pay the cost of the replacement and training of the employee s replacement with GSCS. 15) CARRIER agrees that GSCS s confidential information (as previously defined) shall not be disclosed to anyone. CARRIER further agrees that it will not reveal to anyone the terms of this agreement, the pricing of transportation services, or any other details of the business conducted between CARRIER and GSCS. 16) This agreement is binding upon the parties hereto, their successors and assigns, and shall be construed under the laws of the State of Florida. INITIAL Grimes Supply Chain Services: Broker Carrier Agreement 7 of 10

8 17) The parties agree that the provisions contained herein properly express and memorialize the complete understanding of the parties as contained in all prior agreements, both verbal or in writing. 18) CARRIER shall assume full responsibility for all state and federal taxes and assessments arising out of the transportation of goods under this Agreement 19) CARRIER agrees that under no circumstances will it communicate directly with clients serviced by GSCS. It is understood by the CARRIER that the provisions of this paragraph pertain to BACK SOLICITING. The CARRIER hereby agrees that neither it nor anyone under its control will approach those clients serviced by GSCS for the purpose of selling its services directly OR accepting traffic from the client without GSCS s participation. It is agreed by the CARRIER that if such an event occurs, the CARRIER will pay GSCS a commission of 10% on all traffic obtained as a result of BACK SOLICITATION, said 100% commission to continue during the period for which this Agreement remains in force, and for two (2) years after the termination of this Agreement by either party. 20) Subject to the provisions of paragraph (1), this agreement shall continue in full force and effect until either party gives the other party thirty (30) days prior notice by certified mail of termination of this agreement. Agreed to this day of, 20. BY: Name, Signature BY: Corporate title Grimes Supply Chain Services: Broker Carrier Agreement 8 of 10

9 600 North Ellis Road, Jacksonville, Florida Phone , Fax GENERAL INFORMATION Type of Business: Corporation Date Started: April 1972 State of Incorporation: Florida Motor Carrier I.D: Does GSCS carry hazardous materials: Does GSCS have refrigerated trailers: Does GSCS have LTL: Yes Yes Yes Does GSCS participate in pallet exchange: No Does GSCS use a factoring company: Long Haul Areas: No Nationwide Accounting and Billing Address: Grimes Supply Chain Services P.O. Box Jacksonville, FL Grimes Supply Chain Services: Broker Carrier Agreement 9 of 10

10 To: (Carrier s Insurance Company) Insured: (Carrier s Insured Company Name) Subject: Certificate of Insurance Dear Insurance Agent, We are requesting a signed Certificate of Insurance on the above named insured. Please include the following information: 1. Coverage (in US Funds) A. General Liability ($1,000,000 min.) B. Cargo Liability ($100,000 min.) 2. Indicate whether cargo insurance is All Risk or Broad Form 3. Certificate Holder (or Additional insured): Grimes Supply Chain Services and all of its wholly owned subsidiaries 600 North Ellis Road Jacksonville, FL Minimum 30 day cancellation clause Please fax the completed certificate to (904) Any questions, please contact Grimes Supply Chain Services at Thank you in advance for your prompt attention in this matter. Grimes Supply Chain Services: Broker Carrier Agreement 10 of 10

11 Form W-9 (Rev. August 2013) Department of the Treasury Internal Revenue Service Name (as shown on your income tax return) Request for Taxpayer Identification Number and Certification Give Form to the requester. Do not send to the IRS. Print or type See Specific Instructions on page 2. Business name/disregarded entity name, if different from above Check appropriate box for federal tax classification: Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) Other (see instructions) Address (number, street, and apt. or suite no.) City, state, and ZIP code Exemptions (see instructions): Exempt payee code (if any) Exemption from FATCA reporting code (if any) Requester s name and address (optional) List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. Social security number Employer identification number Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at Information about any future developments affecting Form W-9 (such as legislation enacted after we release it) will be posted on that page. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, payments made to you in settlement of payment card and third party network transactions, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the Date withholding tax on foreign partners share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: An individual who is a U.S. citizen or U.S. resident alien, A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, An estate (other than a foreign estate), or A domestic trust (as defined in Regulations section ). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. Cat. No X Form W-9 (Rev )

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