Kirsch Transportation Services, Inc. 25 Main Place, Suite 300 Council Bluffs, IA 51503 Fax: (712) 256-0843 Phone: (877) 341-9611

Kirsch Transportation Services, Inc. 25 Main Place, Suite 300 Council Bluffs, IA 51503 Fax: (712) 256-0843 Phone: (877) 341-9611 Kirsch Transportation, Inc. ( Kirsch ) is excited to begin new relationships with carriers throughout the country. Getting started with Kirsch is simple complete the items listed below**. We will review your application, and upon approval, you can haul freight and experience the benefits of transporting shipments with Kirsch. **Please complete items 1 through 4 listed below and return to Kirsch by email to packets@kirschtrans.com or fax to 712-256-0843. 1. BROKER-CARRIER AGREEMENT Have an officer or someone authorized to sign contracts on behalf of your company execute, date and complete the Signature Page (page 10) to Broker-Carrier Agreement. 2. IRS W-9 FORM An executed W-9 Form is required for payment. (Company names on the W-9 Form and federal motor carrier authority (MC#) must match, and your company s tax ID number must be legible.) 3. INSURANCE CERTIFICATE Ask your insurance company to list Kirsch Transportation, Inc., 25 Main Place, Suite 300, Council Bluffs, Iowa 51503 as an Additional Insured and Certificate Holder on your insurance, with thirty (30) days notification of cancellation or amendment. Your company must carry the following types of insurance coverage and minimum coverage amounts: (i) Van, Refrigerated, Flatbed Cargo insurance (if applicable): $100,000. (ii) Automobile Liability insurance: $1,000,000. (ii) Worker s Compensation and other insurance: Coverage must be maintained in the types and minimum amounts as required by law. 4. FEDERAL MOTOR CARRIER AUTHORIZATION (MC#) You must provide a copy of your authorization issued by the Federal Motor Carrier Safety Administration of the U.S. Department of Transportation. 5. QUICK PAY SERVICE This service is optional. You must legibly write on your invoice Quick Pay and the Discounted Rate Percentage you choose. Speak to your Freight Coordinator about enrolling in Quick Pay and Discounted Rate Percentage options. 1

BROKER-CARRIER AGREEMENT THIS BROKER-CARRIER AGREEMENT ( Agreement ) is made and effective as of the most recent date written on the signature page hereto, by and between Kirsch Transportation, Inc., an Iowa corporation, with its principal place of business at 25 Main Place, Suite 300, Council Bluffs, Iowa 51503 ( Kirsch ), and the carrier named and whose signatory executed the signature page to this Agreement ( Carrier ). In this Agreement, the capitalized term Parties refers to Carrier and Kirsch collectively, and Party refers to Carrier and Kirsch individually, as the case may be. WHEREAS, Carrier provides transportation of freight for shippers, owners, consignors, consignees, and receivers of consumer nondurable products and other general commodities, and performs these motor carrier transportation services in one or more of the following forms: (i) As a motor contract carrier duly registered with and authorized by the Federal Motor Carrier Safety Administration ( FMCSA ); (ii) As a motor carrier that solely transports cargo that is exempt from regulation by the FMCSA and U.S. Department of Transportation ( DOT ); or (iii) As a motor carrier transporting cargo in intrastate, interstate or U.S.-cross border into Canada or Mexico; and WHEREAS, Kirsch is a broker licensed to arrange for transportation of freight (except household goods) by motor vehicle by the U.S. Federal Highway Administration under License Number MC-469735-B and controls the transportation of freight to be tendered Carrier; and WHEREAS, Kirsch desires to use the services of Carrier to transport property for or on behalf of its customers, shippers, owners, consignors, consignees and receivers of consumer nondurable products and other general commodities (individually, Customer or collectively, Customers ) and Carrier desires to provide transportation services to Kirsch s Customers; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows: 1. Services. Kirsch agrees to offer for shipment and Carrier agrees to transport by motor vehicle from and to such points between which service may be required, such shipments as Kirsch may tender, subject to the availability of suitable equipment. Kirsch may tender to Carrier shipments on an as-needed basis. The relationship between Carrier and Kirsch shall, at all times, be that of independent contractor. The service provided by Carrier shall be designed to meet the distinct needs of Kirsch and Kirsch s Customers. 2. Connecting Carriers. In the event Kirsch tenders Carrier shipments to a destination not served directly by Carrier, Carrier shall notify Kirsch and, in accordance with Section 11, Carrier shall not subcontract, broker or tender the shipment to a third party without the expressed prior written consent of Kirsch. In the event that Kirsch gives such written consent, Carrier agrees that it shall remain responsible for the entire transportation movement. Carrier shall have the sole and exclusive responsibility for payment of freight charges assessed or incurred with any connecting or delivering carrier on such movement, which shall be shipped on a through bill of lading, identifying Kirsch s Customer as consignor. 3. Cargo Liability. (a) Carrier agrees to meet any promised pick-up and delivery schedule and deadlines, regardless of whether established verbally or as set forth in bills of lading or other shipping documents tendered to Carrier at the time of shipment pick up ( Load Confirmation ). Each Load Confirmation shall be incorporated into and considered a part of this Agreement. Load Confirmation will not be accepted if pick-up and delivery schedules cannot be made in compliance with then-applicable hours-of-service regulations. If Carrier has means of receiving Load Confirmations, either verbally or through fax, email or some other mutually agreed upon means of electronic communication ( Electronic Communication ), then those terms or directions in the verbal agreement or the Electronic Communication (including but not limited to shipping directions) shall control; except, however, any 2

such terms or directions regarding Carrier rates and compensation will instead be controlled by the related Rate Confirmation (as defined below) issued by Kirsch, if any. Carrier agrees it shall be liable for the full, actual value of the freight transported, and Carrier s liability for loss, damage and delay to freight, shall be determined under the common carrier standards of liability, provided that Kirsch shall control the salvage of any damaged or refused freight transported hereunder and Carrier shall have no right to the salvage of any such damaged or refused freight, unless specifically authorized in writing by Kirsch. (b) All claims for loss, damage or delay of or injury to freight shall be processed and adjusted in accordance with Section 14706 of Title 49 of the United States Code, as the same may be amended from time to time, unless stated otherwise in this Agreement. Carrier expressly waives all rights and remedies under Subpart IV of Part B of Title 49 of the United States Code to the extent they conflict with this Agreement. (c) Carrier represents there is no limitation of liability or released rates applicable to any shipment made pursuant to this Agreement that would alter or change Carrier s liability for the full actual value of the freight transported regardless of any limitation contained in the insurance policy to which such certificate of insurance applies or the insurance limits described herein. (d) Carrier shall not dispose of any damaged freight transported hereunder without the prior written consent of Kirsch. Carrier shall call Kirsch for instructions immediately if damage occurs and take reasonable steps to protect the integrity of the freight. (e) Carrier agrees that all Carrier communications with Kirsch will be conducted by or through Carrier s dispatch or other designated department or representative and that Carrier will prohibit any Carrier driver from contacting or communicating with Kirsch for any reason. Carrier acknowledges and agrees that Kirsch will not accept, respond to or engage in communications with any Carrier driver. For purposes of this Agreement and any related Load Confirmation and Rate Confirmation, Carrier driver refers to any driver employed, retained or otherwise engaged by Carrier. 4. Indemnification. Carrier shall indemnify, defend and hold Kirsch, its Customers, and their respective officers, directors and employees, harmless from and against any and all losses, harm, injuries, damages, claims, costs (including reasonable attorney fees), expenses and liabilities arising from or in connection with services provided by Carrier, its employees, agents and contractors or otherwise related to this Agreement, unless resulting directly from the sole negligence of Kirsch or its officers, directors and employees. Carrier s obligation includes, without limitation, liability for payment of any and all costs and/or fees incurred by Kirsch in the adjustment or defense of any claim for cargo loss or damage and/or claims for personal injury or death or property damage (including cleanup costs from commodity spills and damage to the environment) arising out of or in any way related to the providing of services under this Agreement. Carrier agrees that its obligation to defend, indemnify and hold harmless Kirsch and its Customers and their respective officers, directors and employees from and against any and all claims and liabilities resulting from or arising out of transportation operations and services under this Agreement shall survive the termination of this Agreement and shall not be limited by any limitation contained in the insurance policy to which such certificate of insurance applies or the insurance limits described herein. 5. Insurance. (a) Van, Refrigerated, Flatbed and Tanker Trailers. If utilizing a van, refrigerated, flatbed or tanker trailer to transport shipments, Carrier agrees to maintain all risk cargo insurance in the amount for each load the greater of the value of the cargo in such load or One Hundred Thousand Dollars ($100,000.00) per load, and with a deductible of no greater than One Thousand Dollars ($1,000.00) to provide coverage for loss, damage or delay to property belonging to Kirsch or Customer which property comes into possession of Carrier in connection with its transportation services hereunder. Carrier is solely responsible to pay the full deductible towards any claim. Carrier shall cause Kirsch to be named as an additional insured on such policy. All exclusions or restrictions in the cargo insurance policy must be approved by Kirsch. Carrier shall cause its insurance carrier to forward to Kirsch a standard Certificate that shall require the insurance carrier give Kirsch written notice no later than thirty (30) days prior to the cancellation of such cargo insurance and to name Kirsch a Certificate holder of said Certificate. 3

(b) Automobile Liability. Carrier shall maintain an automobile liability Insurance policy with limits not less than One Million dollars ($1,000,000.00) per occurrence and shall provide Kirsch with a valid Certificate, updated as renewal occurs. Carrier shall cause Kirsch to be named as an additional insured on such policy. Such Certificate shall require the insurance carrier to give Kirsch written notice no later than thirty (30) days prior to the cancellation of or amendments to such insurance and to name Kirsch a Certificate holder of said Certificate. (c) Worker s Compensation and Other Coverage. Carrier agrees to procure and maintain worker s compensation Insurance as required by law and any other insurance coverage required by any government body for the types of transportation and related services performed under this Agreement. Carrier acknowledges that possessing a General Liability insurance policy and insurance limits in excess of the minimums outlined above may result in, but does not guarantee, more favorable freight opportunities for Carrier. 6. Bill of Lading. Carrier shall, on each shipment, receive from Customer a uniform straight bill of lading, and the shipment shall move under the terms and conditions of such bill of lading. To the extent any of the terms of said bill of lading are inconsistent with the terms hereof, the terms of this Agreement shall prevail. If such bill of lading or related Load Confirmation indicates that shipment covered therein is C.O.D., then Carrier shall collect from the consignee at the time of delivery the dollar amount indicated on the bill of lading and remit such sum to Kirsch. If Carrier fails to collect such sum from consignee, then Carrier shall remain responsible for remitting such sum to Kirsch. If Carrier permits the Customer to prepare the bill of lading, Carrier warrants that it shall ensure that the bill of lading properly names Carrier as the carrier on the load prior to signing it and shall strike through and correct any erroneous designation of any other person as carrier (including Kirsch) on the bill of lading. In the event that a bill of lading issued in connection with cargo hauled under the terms of this Agreement names Kirsch as the carrier in contravention of this Section 6, Carrier agrees that it shall be deemed the carrier of record on the bill of lading upon acceptance of a tendered load. Any terms and conditions written or printed on the bill of lading shall have no effect against Kirsch, unless specifically agreed to by Kirsch in this Agreement or in a separate signed writing apart from the bill of lading. The bill of lading issued or executed by Carrier shall be prima facie evidence of receipt of the shipment in good order and condition by Carrier unless otherwise noted on the face of said document. Carrier shall submit a copy of the bill of lading to Kirsch evidencing delivery of the shipment unless otherwise instructed by Kirsch, in which case Carrier shall retain custody of the bill of lading and provide it to Kirsch upon request. If Carrier fails to maintain and provide the bill of lading, Carrier assumes all risk of loss resulting from the failure to prove good delivery. 7. Carrier Compensation and Rates. Compensation shall be paid to Carrier solely and exclusively by Kirsch, and not by Kirsch s Customers, on all shipments tendered to Carrier under this Agreement. Carrier shall be compensated by Kirsch based on the following: (a) Carrier and Kirsch may orally agree upon the rate or compensation to be paid to Carrier for, and the terms and conditions applicable to, any shipment tendered by Kirsch under this Agreement. Kirsch shall subsequently confirm the oral agreement by issuing a rate compensation confirmation to Carrier in written or electronic format (the Rate Confirmation ) that sets forth the rates, terms and conditions agreed upon. Unless Carrier objects to the contents of the Rate Confirmation within twenty-four (24) hours of receipt, Carrier shall be deemed to have assented to the Rate Confirmation, which shall be binding. Each Rate Confirmation shall be incorporated into and considered a part of this Agreement. Kirsch agrees to pay Carrier for the transportation of authorized freight under this Agreement within thirty (30) days after the receipt by Kirsch of Carrier s invoice covering such shipment, the bill of lading and any other documents reasonably requested by Kirsch (including delivery receipts). Carrier agrees that it shall seek payment of all freight invoices exclusively from Kirsch, and under no circumstances shall Carrier seek payment from any Customer. (b) Carrier and Kirsch may agree in a separate agreement (such as Kirsch s Quick Pay service agreement or other similar instrument) upon Quick Pay terms and conditions. The term Quick Pay generally refers to the optional Kirsch service under which enrolled Carriers may request Kirsch s early payment of freight rates to Carrier in exchange for a discount of any previously agreed upon rates for Carrier s transportation of authorized freight 4

under this Agreement. The percentage by which a Carrier rate is to be discounted in accordance with such separate agreement is the Discounted Rate Percentage. In the event Carrier and Kirsch enter into any such separate agreement, and such separate agreement does not provide otherwise, Carrier understands and agrees that: (i) Carrier must request that Kirsch apply a Discounted Rate Percentage by legibly writing on the Carrier invoice both (A) Quick Pay and (B) the Discounted Rate Percentage; and (ii) Kirsch shall apply the requested Discounted Rate Percentage to and Quick Pay Carrier s compensation only if and when (A) Carrier has satisfied, at Kirsch s discretion, the requirements of subsection (b)(ii) above, (B) Kirsch has received Carrier s invoice and (C) Kirsch has received the original bill of lading. If the Parties agree to Quick Pay under a separate agreement, the amount reduced by the Discounted Rate Percentage shall be the compensation owed to Carrier for shipments covered by such separate agreement without additional notation on any Rate Confirmation issued by Kirsch. (c) In its sole discretion, Kirsch may withhold compensation owed to Carrier arising out of this or other Agreements with Carrier to satisfy advances made by Kirsch to, or on behalf of Carrier, or to satisfy any debt or obligation owed by Carrier to Kirsch. Kirsch s right to withhold compensation shall arise only if the underlying claim or debt has not been acknowledged in writing by Carrier within thirty (30) days of presentation by Kirsch, or the claim or debt has neither been paid nor denied for a valid reason. Kirsch s withholding of compensation shall not allow or permit Carrier to seek payment from Kirsch s Customers or any other third party, and Carrier agrees that it shall not, under any circumstances, claim, demand or pursue payment from Kirsch s Customers or other parties for transportation services provided hereunder. 8. Liability of Kirsch. Kirsch shall be liable to Carrier for freight charges and all other applicable charges agreed to and contained in the Load and Rate Confirmation, except that if Kirsch stipulates, either in writing or verbally followed by a written confirmation sent to Carrier from Kirsch either by U.S. Mail, fax, email or other type of Electronic Communication, that Carrier shall not make delivery without obtaining payment of charges by the designated payor and Carrier makes delivery without obtaining payment, then Kirsch shall not be liable for freight charges and other applicable charges owing to Carrier contained in the Load and Rate Confirmation. Kirsch shall have no other obligations or liabilities to Carrier. 9. Carrier Representations and Warranties. (a) Carrier represents that it is fit, willing and able to provide the services contemplated by this Agreement. Carrier further represents and warrants that it is presently in compliance and shall, at all times during the term of this Agreement, remain in compliance with all applicable laws and ordinances of all applicable governmental entities (federal, state and local) having jurisdiction over any of its operations and/or the services to be provided under this Agreement. (b) Carrier represents and warrants that Carrier (including any Carrier driver) will remain in compliance with all applicable laws, rules and regulations (including but not limited to hours-of-service regulations and electronic on-board recorder regulations) of the DOT, FMCSA and other federal, state and local authorities and that Carrier is solely responsible for compliance with any such laws, rules and regulations applicable to Carrier. Carrier will not accept any load if the pick-up and delivery times will cause Carrier to violate the hours-of service regulations. (c) Carrier understands and acknowledges that certain Customers of Kirsch require drivers hauling freight for any such Customer to utilize the MacroPoint mobile fleet management technology, which enables the Customer and Kirsch to safely and affordably track load location and resource allocation, improve efficiency and reduce costs. Carrier agrees that each of its drivers will be MacroPoint-enabled through each driver's mobile or cellular phone and will utilize the MacroPoint technology as directed by Kirsch or any such Customer. Carrier further agrees that any costs associated with MacroPoint installation, updating or maintenance will be the sole responsibility of Carrier. 5

(d) Carrier further agrees that at Carrier's sole cost and expense, Carrier shall provide motor vehicles and equipment for use in the services to be performed hereunder that are adequate and satisfactory to Kirsch and shall maintain such vehicles and equipment in good and efficient condition, as to both operation and appearance. Carrier shall, at its sole cost and expense, employ in the operation of such vehicles and equipment, fully qualified personnel. (e) Carrier further represents and warrants that it shall at all times maintain a DOT safety rating that is satisfactory, continue to operate, conditional (subject to Kirsch s policies as amended from time to time) or unrated (subject to Kirsch s policies as amended from time to time). Carrier warrants that it will promptly notify Kirsch if Carrier is assessed a conditional or unsatisfactory safety rating or if any equipment is known to be or reported as defective or not in compliance with any applicable federal or state statute or regulation pertaining to vehicle or highway safety. (f) Carrier further agrees that it shall follow guidelines set forth by federal, state or local legal authorities, as well as guidelines designed by Kirsch and/or its Customers for loads that require specific actions to ensure compliance with legal and/or environmental requirements. Failure of Carrier to acknowledge and follow such guidelines may result in the termination of this Agreement. (g) Carrier represents and warrants that during the term of this Agreement and any Load and Rate Confirmation, Carrier will maintain and provide dispatch or other similar services, or designate a Carrier representative, through which all Carrier communications with Kirsch will be conducted and that Carrier will prohibit any Carrier driver from contacting or communicating with Kirsch for any reason. 10. Independent Contractor. Nothing in this Agreement is intended, nor shall be construed, to constitute either Party as a partner, joint venturer, agent or representative of the other. Carrier shall be an independent contractor retaining complete control over and complete responsibility for its own operations and employees. Carrier shall exercise exclusive control, supervision and direction over (a) the manner in which transportation services are provided, (b) the persons engaged in providing transportation services and (c) the equipment selected and used to provide transportation. Kirsch may provide routing information; however, these instructions are for informational purposes only and are not mandated. Carrier assumes full responsibility for the payment of local, state and federal payroll taxes or contributions or taxes for unemployment insurance, retirement pensions, workers compensation or other social security and related protection with respect to the persons engaged in the performance of such transportation services and agrees to comply with all applicable rules and regulations promulgated under such laws. Nothing in this Agreement shall be construed to grant either Party any right or authority to assume or create any obligation on behalf, or in the name of the other, to accept summons or legal process for the other, or to bind the other in any manner whatsoever. Notwithstanding the foregoing provisions, Kirsch shall be the agent for Carrier for the limited and expressed purpose of collection of freight charges and fees from Customers and receivers, and Carrier hereby appoints Kirsch as its agent for such expressed and limited purposes. 11. Assignment of Freight. Carrier specifically agrees that it shall be solely responsible for operating the equipment necessary to transport freight under this Agreement and that it shall not, in any manner, subcontract, broker or tender to any third party for transportation any freight tendered to Carrier pursuant to this Agreement. In the event that Carrier shall employ any subcontractor or other person for the performance of all or any portion of the services required hereunder to be performed by Carrier, Carrier shall be and remain liable to Kirsch under the terms of this Agreement, including, without limitation, liability for loss, damage or delay of any shipments, regardless of whether such loss, damage or delay occurred while such shipment was in the possession of Carrier or such subcontractor or other person. Carrier shall be solely and exclusively responsible to pay any charges of any subcontractor or other person and agrees to indemnify and defend Kirsch and its Customers from and against any claims made by any such subcontractor or other person in connection with its provision of services required to be performed by Carrier hereunder. The prohibition against subcontracting does not apply to a person leased to Carrier pursuant to the provisions of Section 49 of Part 376 of the Code of Federal Regulations, as amended from time to time. 6

12. Non-Exclusive Agreement. It is understood and agreed between the Parties that this is a non-exclusive agreement, and Carrier shall be free to accept freight for transportation from other shippers and brokers, and Kirsch shall be free to tender freight for transportation to carriers other than Carrier. This provision does not prohibit the exclusive use of designated Carrier equipment in the service of Kirsch. 13. Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by binding arbitration by a single arbitrator in accordance with the rules of the National Alternative Dispute Resolution Advisory Council ( NADRAC ), and judgment upon the award rendered may be entered in a court having jurisdiction. The arbitrator shall have no authority to award punitive or exemplary damages. Such arbitration shall be conducted in Omaha, Nebraska. 14. Term and Termination. This Agreement shall become effective on the date first above written, and shall remain in effect until cancelled by either Party upon thirty (30) days prior written notice, except as otherwise provided herein. Kirsch and Carrier shall have no obligations under this Agreement after the effective date of termination, except for any liability under this Agreement that accrues prior to termination or that expressly survives termination or expiration of this Agreement. 15. Non-Solicitation. Carrier shall not solicit traffic from any Customer of Kirsch where (a) the availability of such traffic first became known to Carrier as a result of working with Kirsch or (b) where the traffic of the Customer of Kirsch was hauled by Carrier through Kirsch. If Carrier breaches this Agreement and back solicits Kirsch s Customer and obtains traffic from such Customer, Kirsch shall then be entitled, for a period of twelve (12) months after such traffic first begins to move as a result of such back solicitation, to a commission from Carrier of twenty percent (20%) of the transportation revenue received by Carrier on the movement of such traffic. This paragraph is not intended to affect any traffic arrangements between Carrier and others that predate this Agreement. This Section 15 shall survive the termination of this Agreement for a period of one (1) year. 16. Waiver of Carrier s Lien. Carrier shall not withhold any Customer freight on account of any dispute as to rates or any alleged failure of Kirsch to pay charges incurred under this Agreement. Carrier hereby waives and releases all liens that Carrier might otherwise have to any freight of Kirsch or its Customer(s) in the possession or control of Carrier. 17. Scope of Agreement. This Agreement shall govern all shipments tendered to Carrier by Kirsch (or upon Kirsch s instructions), and accepted by Carrier, whether regulated or non-regulated property, in interstate or intrastate transportation. Any rates, charges, classifications and/or rules in tariffs filed or published by Carrier shall not apply to any such shipment unless they are specifically identified and incorporated herein. As permitted by Section 14101(b) of Title 49 of the United States Code, as the same may be amended from time to time, the Parties expressly waive any and all rights or remedies they may have in connection with claiming a rate, charge or fee that is different from the rate, charge or fee established in this Agreement. 18. Force Majeure. Neither Kirsch nor Carrier shall be liable for any delay in the performance of its respective obligations under this Agreement resulting from force majeure, including, but not limited to, acts of God, acts of government or other civil or military authorities and acts of terror, war or riots. Whenever possible, in the event of force majeure, the affected Party shall promptly notify the other Party in writing, stating the reasons for the inability to comply with the provisions of this Agreement and the expected duration of force majeure. 19. Non-Disclosure. Except to the extent required by law, the terms of this Agreement shall not be disclosed to any third party without the prior written consent of the non-disclosing Party. 20. Agreement Term and Termination. This Agreement shall be effective as of the date written above and shall continue for a period of one (1) year. This Agreement shall thereafter continue in effect from year to year on the same terms and conditions, unless terminated by either Party. Either Party shall have the right to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 7

21. Confidentiality. Except to the extent required by law, Carrier shall not disclose to any third party either the terms of this Agreement or any confidential or proprietary information Carrier may learn about Kirsch in the course of performing services under this Agreement, including but not limited to software, business methods, Customer lists or the rates, charges, cargo valuation, origin, destination or Customer identity for any shipment within the scope of this Agreement. 22. California Air Resources Board Compliance. Carrier represents and warrants that when operating in California, Carrier satisfies and will continue to satisfy all requirements of the California Air Resources Board ( CARB ) rules and regulations (including any amendments or restatements thereto) applicable to Carrier. In connection therewith, Carrier further represents and warrants that: (a) All equipment furnished and operated by Carrier within the State of California is and will continue to be in full compliance with California s CARB performance requirements and related rules and regulations. (b) All trailers, including vans and refrigerated equipment, that Carrier furnishes and operates, including the heavyduty tractors that Carrier uses to haul such equipment, within the State of California are and will continue to be in compliance with CARB s Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction regulations. (c) To the extent required by law with respect to any and all equipment furnished and operated by Carrier in the State of California, Carrier has or will (i) appropriately register, in a compliant and timely manner, all equipment (whether on the website https://arber.arb.ca.gov or by any other method or at any location as designated by the State of California), (ii) promptly provide proof of such registration and compliance to Kirsch to Kirsch s sole satisfaction, (iii) and promptly provide updated compliance information to Kirsch upon Kirsch s reasonable request. (d) Carrier will be liable for, and will indemnify, defend, and hold Kirsch and any Customer harmless from, any and all penalties, fines and other expenses imposed on Kirsch or the Customer as a result of Carrier s failure to dispatch and/or operate equipment that complies with CARB standards or Carrier s failure to comply with any other applicable federal, state or local laws, rules and regulations. (e) Carrier will be liable for any fees, fines or penalties imposed by Kirsch or the Customer resulting from load delays directly related to the failure of Carrier (including Carrier s equipment furnished and operated in California) to comply with and satisfy any or all applicable CARB requirements. 23. Notice. For purposes of this Agreement, any notice required to be given shall be deemed sufficiently given or served if sent by certified U.S. Mail, return receipt requested (unless otherwise specified herein), or if sent by fax or email, confirmed fax and confirmed email delivery receipt, to Kirsch at the contact information below: Kirsch Transportation, Inc. 25 Main Place, Suite 300 Council Bluffs, IA 51503 Fax: (712) 256-0843 Phone: (877) 341-9611 Email: packets@kirschtrans.com and to Carrier at the contact information provided on the signature page of this Agreement. Carrier and Kirsch each have the right to change the place notice is to be given to such Party under this paragraph by providing written notice of such change to the other Party. 24. Miscellaneous. This Agreement and the agreements referred to herein comprise the entire agreement between the Parties relating to the subject matter herein. This Agreement may not be amended or modified except by a writing signed by the Parties. Headings are for reference only and do not affect the meaning of any paragraph. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Iowa without giving effect to the choice of law rules thereof. In the event any provision of this Agreement is violative of any law, statute or ordinance where used, such provision shall be amended to conform thereto without invalidating the remainder of the Agreement. This 8

Agreement may be executed in one or more counterparts and each such counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. All accrued obligations of the Parties shall survive the termination or expiration of this Agreement. This Agreement cancels and supersedes any prior agreements between the Parties pertaining to the same subject matter hereof. 25. Carrier Acceptance and Approval of Agreement. Carrier understands, agrees and represents that the execution of this Agreement on page 10 hereto by an authorized signatory of Carrier evidences and affirms Carrier s understanding, acceptance and approval of, and acquiescence and assent to, this Broker-Carrier Agreement, including all of the terms, conditions and provisions contained herein, in all sections and on all pages hereto. [Remainder of page intentionally left blank. Signatures provided on the following page.] 9

SIGNATURE PAGE TO BROKER-CARRIER AGREEMENT IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the most recent date written below. THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE THAT MAY BE ENFORCED BY THE PARTIES HERETO. CARRIER: Name (Print), as provided on Carrier s W-9 Form BROKER: KIRSCH TRANSPORTATION, INC. By: Signature By: Signature Name: Name: Matthew J. Kirsch Print Name Print Name Title: Title: Vice President Print Title Print Title Date: Date: 1/1/14 Print Date Print Date Street Address (Print): City, State & Zip (Print): Business Phone (Print): Fax Number (Print): Email Address (Print): MC Number (Print): Federal Tax ID Number (Print): 10

U.S. Department of Transportation Federal Motor Carrier Safety Administration 400 7th Street SW Washington, DC 20590 SERVICE DATE April 01, 2004 LICENSE MC-469735-B KIRSCH TRANSPORTATION SERVICES, INC BELLEVUE, NE This License is evidence of the applicant's authority to engage in operations, in interstate or foreign commerce, as a broker, arranging for transportation of freight (except household goods) by motor vehicle. This authority will be effective as long as the broker maintains insurance coverage for the protection of the public (49 CFR 387) and the designation of agents upon whom process may be served (49 CFR 366). The applicant shall also render reasonably continuous and adequate service to the public. Failure to maintain compliance will constitute sufficient grounds for revocation of this authority. Angeli Sebastian, Chief Information Systems Division BPO 11

Bond Rider to FMCSA Form BMC-84 Bond Serial No: Principal Name: Principal's MC or FF No: 20130827362 KIRSCH TRANSPORTATION SERVICES I MC469735 This rider makes the following changes, effective October 1, 2013, so that the FMCSA Form BMC-84 bond described above will conform to the September 26, 2013 revision of that form: l. The bond shall reflect the following OMB number and expiration date: "OMB No.: 2126-0017 Expiration: 01/31/2014". 2. The title of the bond now reads: "Broker's or Freight Forwarder's Surety Bond under 49 U.S.C. 13906 Form BMC-84" 3. This bond Is for the following Filer FMCSA Account Number(s): 22010-00 4. In the first paragraph, the amount of the bond is $75,000, and the text ", for which payment," shall read "for a broker or forwarder, for which payment,". 5. In the second paragraph, the text "Intends to become a Broker" shall now read "intends to become a Broker or Freight Forwarder". 6. In the third paragraph, the text "as a licensed Property Broker" shall now read "as either a licensed Broker or a licensed Freight Forwarder". 7. Paragraphs 6 and 7 shall be combined into one paragraph (new paragraph 6). 8. In the new paragraph 6, the text "on the prescribed Form BMC-36, Notice of Cancellation Motor Carrier and Broker Surety Bond." shall be inserted at the end of the second sentence after "said notice by the FMCSA". This rider is executed and effective on October 1, 2013. SURETY: AMERICAN ALTERNATIVE INSURANCE CORPORATION (A DELAWARE CORPORATION) 555 COLLEGE ROAD EAST PRINCETON, NJ 08540-6616 Contact Address Requested by Surety: ROANOKE INSURANCE GROUP INC. Managing General Underwriters for AMERICAN ALTERNATIVE INSURANCE CORPORATION 1475 E. WOODFIELD ROAD, SUITE 500 SCHAUMBURG, IL 60173 Phone: 847-969-1420 Matthew L. Zehner, Attorney-In-Fact Jennifer E. Rome, Witness Rev. 10/13 12

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