This Agreement dated , between NewHope Enterprises, a

Company registered in the State of Alabama with MC # 1302733, hereinafter referred to as

BROKER, and , hereinafter referred to as CARRIER with
MC # -. NOW, THEREFORE, for good and valuable consideration, the Parties
agree as follows:

1.) TERM. The term of this Agreement (“Term”) shall be one (1) year, commencing on the Effective
Date, and such Term shall automatically renew for successive one-year periods, unless terminated
by either Party. Either Party may terminate this Agreement on 30-days prior written notice, to the
other Party, without cause, or as otherwise provided in this Agreement. Either Party may
terminate this Agreement immediately upon written notice to the other Party for any breach of
this Agreement.

2.) CARRIER’S COVENANTS. In performing the Services, CARRIER agrees that it shall, at all times
during the Term, and at its own expense, comply with the following covenants:

A. CARRIER shall provide a sufficient number of drivers, with enough available hours of service, to
pick up and deliver the tendered load(s) within the time frame(s) requested by BROKER and/or its
CUSTOMERS, without violating the FMCSA hours of service regulations, set forth in 49 C.F.R. §
395.3, or any other Laws (defined below)

B. CARRIER shall maintain knowledge of and compliance with all federal, state, and local laws and
regulations related to the Services (“Laws”), including, without limitation, those laws and regulations
related to the transportation of Hazardous Materials, as defined in 49 C.F.R. §§172.800, .173, and
.397; security; owner/operator lease and lease agreements; loading and securing of freight;
implementation and maintenance of driver safety programs (including, without limitation, hiring,
controlled substances, and hours- of-service requirements); sanitation, temperature, and
contamination requirements for transporting food, perishable, and other products; qualifying,
licensing, and training of drivers; implementation and maintenance of equipment safety regulations;
environmental or emissions programs in areas in which CARRIER operates, including, without
limitation, California Transport Refrigeration Unit (TRU) and Airborne Toxic Control Measure
(ATCM); and maintenance and exclusive control of the means and method of transportation,
including, without limitation, performance of its drivers and all applicable insurance Laws. CARRIER
certifies that any TRU equipment furnished will be in compliance with the in-use requirements of
all of California’s TRU regulations. CARRIER will be responsible for any and all fines assessed
against any party, including BROKER and CUSTOMERS, for CARRIER’s failure to adhere, in whole or
in part, to any ARB/ACTM regulation or any other Laws. BROKER is an equal opportunity employer
and federal contractor; thus, if CARRIER provides Services subject to a federal contract, then
CARRIER agrees that, to the extent applicable:

CARRIER will comply with the following laws, which are incorporated herein by reference:
Executive Order 11246, Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A),
relating to the
notice of employee rights under federal labor laws, 41 CFR § 60-300.5(a), and 41 CFR § 60-
741.5(a); and

CARRIER and its subcontractors shall abide by the requirements of 41 CFR § 60-300.5(a) and 41 CFR
§ 60-741.5 Dash Freight Haulers Derek Mendoza 1264936 Document Ref: ZMJ3Z-HJJ9G-HA47T-CJU5J
Page 1 of 12

These regulations prohibit discrimination against qualified protected veterans and qualified
individuals on the basis of disability and require affirmative action by covered prime contractors
and subcontractors to employ and advance in employment qualified protected veterans and
qualified individuals with disabilities.

C. CARRIER shall perform the Services with the highest quality of professional skill and care
demanded in the transportation industry, with due diligence, and in the best interest of and to the
satisfaction of BROKER and CUSTOMERS, each of which shall be determined by BROKER in its sole
discretion.

D. CARRIER bears the ultimate and exclusive responsibility to manage, govern, discipline, direct,
and control its employees, agents, contractors, owner/operators, leases, and equipment in
compliance with all Laws. CARRIER and BROKER agree that the safe, legal, and proper operation of
the CARRIER and its drivers shall supersede any requests, demands, preferences, instructions, or
information provided by BROKER or CUSTOMERS with respect to any shipment; and if any
employee of BROKER or CUSTOMERS requests, demands, or instructs CARRIER to do any act in
violation of any Laws, CARRIER shall immediately contact BROKER.

E. CARRIER shall notify BROKER immediately if its Operating Authority is revoked, suspended,
downgraded, negatively affected, or rendered inactive for any reason, and/or if CARRIER or any
related entity is sold, rights or interests assigned, if there is a change in control of ownership,
and/or any insurance required by this Agreement is threatened to be or is terminated, cancelled,
suspended, or revoked for any reason. If CARRIER performs any Services without proper Operating
Authority, then it shall defend, indemnify, and hold BROKER, CUSTOMERS, and related parties
harmless under the terms of Section 10 of this Agreement. F. CARRIER authorizes BROKER to
invoice CARRIER’s freight charges to shippers, consignees, or third parties responsible for payment
and/or CARRIER may invoice CARRIER’s freight charges to shippers, consignees, or third parties
responsible for payment, as designated by BROKER.

F.Any terms of the bill of lading (including, without limitation, payment terms, limitations of
liability, and stamped terms) or CARRIER’s tariffs or circulars that are inconsistent with either the
terms of this Agreement or any agreement between BROKER and CUSTOMERS are superseded by
and shall be controlled by the terms of this Agreement.

G. CARRIER is bound by any agreement entered into between BROKER and CUSTOMERS related to
the loads. If CARRIER agrees to perform Services on any loads that involve the transportation of
intermodal containers or trailers that are not owned by CARRIER, then CARRIER is fully responsible
and liable for
ENSURING that the container, trailer, and chassis are suitable for transport, including, without
limitation, checking the brakes and tires of the trailer or chassis and properly securing containers
to chassis;

Any loss or damage to the container, trailer, and chassis while in CARRIER’s possession or control;
and III. complying with any Laws, rail carrier tariffs or circulars, and agreements related to the
container or trailer. I. CARRIER agrees that this Agreement applies to any load tendered directly to
CARRIER by BROKER, as well as any load which CARRIER knows or should have known involved
BROKER.

3.) BROKER’S COVENANTS. BROKER warrants and represents that it has authority to tender its
CUSTOMERS’ freight for transportation under this Agreement. Document Ref: ZMJ3Z-HJJ9G-
HA47T- CJU5J Page 2 of 12

4.) COMPENSATION. CARRIER agrees to perform the Services for BROKER, under CARRIER’s
Operating Authority exclusively, at a rate mutually agreed upon in writing in an NewHope
Enterprises Rate Confirmation (“Rate Confirmation”), which shall be incorporated into this
Agreement, or by Electronic Communications. Additionally:

A. Any verbally agreed upon rates must be confirmed in a Rate Confirmation or other Electronic
Communications. Notwithstanding anything to the contrary, whether in this Agreement, on a bill
of lading, at law, or in any other writing, CARRIER’s released rates or values, stamped terms,
and/or tariff rules or circulars related to rates or compensation shall not be valid.

B. As a condition to payment, CARRIER shall submit complete and legible invoices, clean bills of
lading, and signed loading or delivery receipts for all Services. CARRIER agrees that payment shall
be made by BROKER or shipper as designated Electronic Communication for each transaction to be
completed under this Master Services Agreement.

C. BROKER and CARRIER shall use commercially reasonable efforts to verify the accuracy of all
freight charge billings invoiced by BROKER to CUSTOMERS for the Services performed by CARRIER.
BROKER shall have the right to audit, from time to time, CARRIER’s freight charges, and CARRIER
shall fully cooperate with any audit. BROKER is not required to disclose its charges to CUSTOMERS,
commissions, or brokerage revenue, and CARRIER waives its right to receive, audit, and/or review
information and documents to be kept as provided in 49 C.F.R. § 371.3. D. Except in the case of
force majeure, CARRIER is responsible for any and all additional costs incurred by BROKER when
replacement or cover Services are required arising out of CARRIER’s failure to perform the Services
as agreed.

D. CARRIER hereby expressly waives its right to any lien on any freight or other property of
CUSTOMERS, except warehouseman lien rights that are exercised in strict compliance with this
Agreement. F. In any claim by CARRIER against BROKER relating to this Agreement, BROKER’s
liability shall be limited to the lesser of either (i) the freight costs for the particular load as
confirmed in writing or (ii) direct damages, but shall not include consequential, incidental, special,
or punitive damages. G. Notwithstanding any other provision in this Agreement to the contrary,
BROKER may offset against CARRIER’s pending invoices for any amounts due to BROKER, including,
without limitation, those arising from or related to cargo claims, CARRIER’S breach of this
Agreement, or CARRIER’s indemnity obligations to BROKER or CUSTOMERS.
5.) DOT SAFETY RATING. CARRIER represents and warrants that it does not have an
“Unsatisfactory” safety rating issued by the FMCSA, and shall notify BROKER in writing
immediately if its safety rating changes in any way, including, without limitation, a change to an
“Unsatisfactory,” “Conditional,” “Unfit,” “Marginal,” or other negative rating. CARRIER shall be
responsible for any and all liability and damages asserted against or imposed on BROKER or
CUSTOMERS arising out of CARRIER’s violation of this Section, including, without limitation,
attorneys’ fees, expert costs, and all other related costs. Document Ref: ZMJ3ZHJJ9G-HA47T-CJU5J
Page 3 of 12

6.) INSURANCE.

A. At all times during the Term, CARRIER shall maintain in effect the following types and amounts
of insurance coverage from reliable insurance companies having an AM Best rating of A-VII or
better:

Automobile (“Auto”) liability $1,000,000

Motor vehicle (including hired and non-owned vehicles) $1,000,000 (or $5,000,000 per incident if
transporting hazardous materials), which includes coverage for environmental damages and
remediation arising out of the release or discharge of hazardous substances

Cargo damage/loss $100,000

And workers’ compensation with limits required by applicable state law.

B. It is the sole responsibility of CARRIER to ensure compliance with the above limits at all times
during the Term.

C. All such insurance shall be written and be required to respond and pay prior to any other
available coverage of BROKER or CUSTOMERS.

D. CARRIER shall also comply with the following:

Except as specified above, all insurance policies shall comply with the minimum requirements of
the FMCSA and any other Laws.

Insurance certificates furnished by CARRIER to BROKER are an affirmative representation by

CARRIER that CARRIER complies with the insurance requirements set forth in this Agreement and
all Laws.

Nothing in this Agreement shall be construed to limit liability of the CARRIER to the insurance
limits set forth above, nor shall any exclusion, declaration, or deductible amount in any insurance
policy absolve CARRIER from financial liability for any loss or damage.

It is CARRIER’s sole responsibility to abide by the terms and conditions of its insurance policies,
and CARRIER shall indemnify, defend, and hold BROKER and CUSTOMERS harmless from any and
all liability or claims that arise from or are related to CARRIER’s failure to maintain such coverage
or abide by the terms and conditions of such policies.

E. CARRIER shall furnish BROKER with a certificate of insurance, in a form satisfactory to BROKER,
to prove that each coverage specified in this Section is in effect and properly maintained and that
neither BROKER nor its CUSTOMERS are obligated to pay premiums for any such insurance.
F. Each certificate of insurance shall name BROKER as certificate holder, additional insured, and
loss payee, with a waiver of subrogation in favor of BROKER and CUSTOMERS.

G. In addition, when available, CARRIER shall obtain an automatic additional insured endorsement
which shall apply to BROKER.

H. CARRIER must provide BROKER with at least 30 days advance notice prior to cancellation,
change, or non- renewal.

I. CARRIER shall pay all premiums and deductible amounts under any applicable insurance policies.

J. Upon request by BROKER, CARRIER shall provide a complete copy of all applicable policies along
with any exclusions, exemptions, or riders that are not depicted in the governing certificate of
insurance.

K. In addition, by signing this Agreement, CARRIER expressly grants BROKER the authority to
obtain an actual copy of the policies in effect at the time of any loss directly from CARRIER’s
insurance companies, and further authorizes its insurance companies to release to BROKER any
and all of CARRIER’s insurance policies requested by BROKER.

L. In the event any issues arise with respect to CARRIER’s insurance, CARRIER agrees to cooperate
to the fullest extent possible with BROKER to obtain such information or facilitate communication.

M. CARRIER grants BROKER the right to contact and communicate directly with its insurance
companies to the fullest extent of CARRIER’s rights.

N. CARRIER shall only utilize vehicles and drivers that are licensed, identified, and insured under
CARRIER’s own name and insurance policies with the limits specified above.

O. CARRIER is fully liable for any loss or damage not covered by insurance as a result of CARRIER’s
failure to comply with Document Ref: ZMJ3Z-HJJ9G-HA47T-CJU5J Page 4 of 12 this Section, and
CARRIER agrees to indemnify, defend, and hold BROKER and CUSTOMERS harmless from and
against any such loss or damage regardless of the vehicle or driver used on any shipment tendered
to CARRIER by BROKER.

7.) HAZARDOUS MATERIAL.

A. If CARRIER accepts BROKER’s or CUSTOMERS’ tender of a load to transport any shipment

required to be placarded under Laws for hazardous materials (“Hazmat”), then the additional
provisions in Appendix A, including additional insurance requirements, shall also apply for each
and every Hazmat shipment.

8.) CARGO LIABILITY AND CLAIMS.

A. CARRIER shall issue a bill of lading, listing itself as the motor carrier, in compliance with 49 U.S.C.
§§8010116, 49 C.F.R. §§ 373.101-.105, .201 (and any amendments thereto), for the property it
receives for transportation under this Agreement.

B. CARRIER is fully responsible and liable for the freight once in possession of it, and the trailer(s)
is loaded, even partially, regardless of whether a bill of lading has been issued, signed, or delivered
to CARRIER. CARRIER’s responsibility and liability shall continue until proper and timely delivery of
the
shipment to the consignee and the consignee signs the bill of lading or delivery receipt evidencing
successful delivery.

C. The Parties also agree as follows:

Any terms of the bill of lading (including, without limitation, payment terms, limitations of
liability, stamped terms, etc.) that are inconsistent with the terms of this Agreement shall be
controlled by the terms of this Agreement.

CARRIER’s failure to issue bill of lading or sign a bill of lading acknowledging receipt of the cargo
shall not affect liability of CARRIER. Under no circumstance shall CARRIER execute a bill of lading or
any other document which represents BROKER as the party responsible for the transportation or
delivery of freight.

D. If a consignee refuses a shipment or CARRIER is unable to deliver it for any reason, CARRIER’s
liability as a warehouseman shall not begin until

CARRIER has provided BROKER with 24-hour prior written notice of request for direction and
complied with those directions, or

If no direction is received as provided in (I), CARRIER has placed the shipment in either a BROKER
approved public warehouse or in CARRIER’s storage facility utilizing reasonable security measures.

E. CARRIER shall comply with 49 C.F.R. §§ 370.1-.11 and any amendments, applicable regulations
adopted by the FMCSA, and/or any other Laws relating to processing freight loss and damage
claims and salvage.

F. In the event goods are compromised or otherwise damaged, BROKER or its CUSTOMER, in its
sole reasonable discretion, may determine whether the goods are salvageable, and if salvageable,
the value of the salvageable goods.

G. Except as otherwise provided in this Agreement, all liability standards, time limitations, and
burdens of proof regardless of whether the CARRIER has common or contract Operating Authority
shall be governed by common law applicable to common carriers, federal transportation Laws, and
by the Carmack Amendment codified in 49 U.S.C. § 14706, including on shipments that are exempt
from such Laws such as intrastate shipments or shipments of exempt commodities.

H. CARRIER agrees to accept notice of a claim in the form issued by BROKER, including, without
limitation, by Electronic Communications.

I. Notwithstanding the terms of 49 C.F.R. § 370.9, CARRIER shall acknowledge a claim within 30
days of receipt, and pay, decline, or make a settlement offer in writing on all cargo loss or damage
claims within 60 days from the receipt of the claim. Failure of CARRIER to pay, decline, or offer
Document Ref: ZMJ3Z-HJJ9G-HA47T-CJU5J Page 5 of 12 settlements within this 60-day period shall
be deemed an admission by CARRIER of full liability for the amount claimed and a breach of this
Agreement.

9.) INDEPENDENT CONTRACTORS.

 A. The relationship between BROKER and CARRIER shall, at all times, be that of independent
contractors. As independent contractors, the Parties agree as follows:

No terms or conditions of this Agreement, or any act or omission of either Party shall be construed for
any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, or
employer/employee relationship between the Parties.

CARRIER and any of its approved carriers or agents shall employ, pay, supervise, direct, discipline,
discharge, and assume full responsibility and control over all persons required for CARRIER’s
performance of the Services. BROKER has no right to discipline or direct the performance of any
driver and/or employee, contractor, subcontractor, or agent of CARRIER. Under no circumstances
shall CARRIER or any of its approved carriers, agents, or employees be deemed to be or hold
themselves out as employees of BROKER or CUSTOMERS.

CARRIER and BROKER agree that safe and legal operation of the CARRIER and its drivers shall
completely and without question govern and supersede any service requests, demands,
preferences, instructions, or information from BROKER or CUSTOMERs with respect to any
shipment at any time.

CARRIER AGREES that a CUSTOMER’s insertion of BROKER’S name as the carrier on a bill of lading is
without authorization and in error and shall be for the CUSTOMER’s convenience only and shall
not change BROKER’S status or liability as a property broker only, nor CARRIER’s status or
obligations as a motor carrier.

CARRIER AGREES that any driving directions or routing instructions to or from a CUSTOMER’s location
given by BROKER are for informational purposes only. It is CARRIER’s sole responsibility to ensure
the directions are appropriate with regard to equipment, route, protection and securement of the
cargo, and safe operation of the vehicle(s), and CARRIER assumes and is fully and exclusively
responsible and liable for the route CARRIER actually takes while performing Services.

CARRIER ASSUMES all liability and agrees that it is fully and exclusively for any and all contributions,
benefits, taxes, and any other payments which might be expected in an employer employee
relationships, which includes, without limitation, the payment of the following items: any and all
taxes under Laws (including payroll taxes), taxes for unemployment insurance, pensions, workers’
compensation, and social security for each and every person engaged in CARRIER’s performance of
the Services. BROKER is not liable for any obligations specified above and CARRIER shall indemnify,
defend, and hold BROKER or CUSTOMERS for any such obligations.

B. CARRIER agrees that BROKER may, in BROKER’s sole discretion, track any or all shipments with
or without CARRIER’s knowledge by electronic tracking or otherwise.

10.) INDEMNIFICATION.
A. CARRIER AGREES to defend, indemnify, and hold BORKER and CUSTOMERS harmless from and
against any and all claims or liability (including, without limitation, Workers’ Document Ref:
ZMJ3Z- HJJ9G-HA47T-CJU5J Page 6 of 12 Compensation claims), arising out of or in any way related
to CARRIER’s negligence, willful misconduct, acts, omissions, or performance or failure to perform
under this Agreement, including, without limitation, claims or liability for cargo loss and damage,
theft, delay, damage to property, and bodily injury and/or death.

B. Except for Workers’ Compensation claims, CARRIER shall not be required to indemnify any
party (including BROKER) for claims or liability that are directly and solely caused by the negligence
or willful misconduct of that party.

11.) BROKER’S ACCOUNTS.

A. CARRIER AGREES to treat all BROKER’s CUSTOMERS as BROKER’s accounts during the Term,
making no contact with CUSTOMERS except the minimum level of contact necessary to perform
the Services.

B. If this Agreement is terminated for any reason, CARRIER shall not solicit freight or provide
transportation services to any CUSTOMERS for a period of 24 months after the termination date of
this Agreement.

C. If CARRIER solicits freight or provides transportation services to any CUSTOMERS in violation of

this Section, then, in addition to any other remedies available under the law (including punitive
damages), CARRIER shall also be liable to BROKER for all costs and expenses incurred to enforce
this Section, including, without limitation, court costs and attorneys’ fees.

D. This Section shall not apply to CUSTOMERS for whom CARRIER has (without the assistance of,
introduction by, or involvement in any way of BROKER) performed transportation services in the
twelve (12) months immediately preceding the Effective Date, which must be proved in writing.

12.) CO-BROKERING.

A. CARRIER is prohibited from brokering, re-brokering, co-brokering, subcontracting, transferring,

trip leasing, assigning, or interlining the transportation of shipments to any other person or entity
conducting business under an operating authority different from CARRIER’s Operating Authority
without advance written authorization from BROKER.

B. If BROKER becomes aware of such prohibited activity by CARRIER prior to payment of any
compensation otherwise due CARRIER, then BROKER may withhold payment to CARRIER and instead
pay appropriate compensation to the motor carrier that actually transported the shipment.

C. Any subcontracting or brokering of any shipment by CARRIER to any third party shall be
deemed an assignment of CARRIER’s right to be compensated for that shipment to the third party.
Upon BROKER’s payment to delivering carrier, CARRIER shall not be released from any liability to
BROKER under this Agreement. CARRIER will be liable for any and all losses or damages (including
reasonable attorney’s fees and costs) for violation of this Section.
13.) WAIVER AND DISCHARGE.

A. The failure of either Party to enforce any provision of this Agreement shall not be construed as
a waiver of such provision or the waiver of the right of either Party to enforce such provision in the
future or in any way to affect the validity of this Agreement or any part of this Agreement.

B. To the extent that terms and conditions in this Agreement are inconsistent with Part (b),
Subtitle IV of Title 49 U.S.C. (ICC Termination Act of 1995) (the “Act”), the Parties expressly waive
any or all rights and remedies they may have under the Act.

14.) NOTICES.

A. All notices required or permitted under this Agreement shall be in writing, signed by or on
behalf of the Party giving the notice, and sent to the other Party at its main office listed above via
certified
U.S. Mail, overnight courier with delivery receipt, or facsimile with machine printed proof of delivery.

15.) GOVERNING LAW.

A. This Agreement shall be governed by the laws of the State of Alabama, except to the extent
that federal transportation laws and regulations preempt those laws, without giving effect to
conflict of law provisions which would result in the application of any law other than Alabama
law. The Parties consent to the jurisdiction of the state court located in Houston County,
Alabama,
waive any objection to the jurisdiction of that court, and agree that any dispute between the
Parties, including, without limitation, those arising under or related to this Agreement, shall be
brought in that court, which shall have exclusive jurisdiction over such dispute. The prevailing Party
in any lawsuit between the Parties shall be entitled to all reasonable expenses, attorneys’ fees, and
costs (including court costs).

16.) ENTIRE AGREEMENT.

A. This Agreement constitutes the entire agreement between the Parties. The Parties further
intend that this Agreement constitutes the complete and exclusive statement of its terms, and no
extrinsic evidence may be introduced to reform or change this Agreement in any judicial or
equitable proceeding arising out of this Agreement. Any changes to this Agreement must be in a
writing executed by both Parties.

17.) INVALIDITY OF PROVISIONS / SEVERABILITY.

A. Whenever possible, each provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law.

B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect
under any applicable law or rule in any jurisdiction;

such invalidity, illegality, or unenforceability will not affect any other provision or the effectiveness
or validity of any provision in any other jurisdiction,

and this Agreement will be reformed, construed, and enforced in such a manner as to make such
provision valid, legal, or enforceable.
18.) ASSIGNMENT AND DELEGATION.

A. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of
both Parties.

B. Notwithstanding anything to the contrary in this Agreement, BROKER may assign this
Agreement, whether in whole or part, without notice to or consent of CARRIER, to any entity
which controls, is controlled by, or is under common control with BROKER or which acquires all or
substantially all of the assets or ownership interests of BROKER, provided that said assignee
assumes, in full, the obligations of BROKER under this Agreement.

19.) FACTORING.

A. CARRIER shall provide BROKER written notice of any assignment, factoring, amendment, or
other transfer of its right to receive payment arising under this Agreement (“Pay Assignment”) at
least thirty (30) days prior to the effective date of such Pay Assignment, which may affect
BROKER’s payment obligations.

B. BROKER is not obligated to honor any Pay Assignment unless such notice is proper and timely
received.

I. At minimum, each written notice shall include:

II. the name and address of the factoring company.

III. assignee, or transferee.

IV. date signed.

V. date Pay Assignment is to begin.

VI. and the terms of the Pay Assignment.

C. Notice is considered delivered upon receipt of written notice by BROKER.

D. BROKER shall have the right to ask for, and CARRIER shall be obligated to furnish, any further
documentation BROKER requires in order to satisfy BROKER as to the authenticity and
requirements of the Pay Assignment.

E. BROKER’s payment obligations shall not be subject to more than one Pay Assignment at any
one time. Any and all Pay Assignments are taken subject to all the terms of this Agreement
regardless of when or if BROKER receives a notice of Pay Assignment.

F. CARRIER shall indemnify, defend, and hold BROKER and CUSTOMERS harmless from and against
any and all lawsuits, claims, actions, and damages (including reasonable attorneys’ fees, costs,
liabilities, and liens) arising from, imposed upon BROKER in connection with, or in any way related
to any Pay Assignment.

G. If CARRIER wants to terminate a Pay Assignment, a Document Ref: ZMJ3Z-HJJ9G-HA47T-CJU5J

Page 8 of 12 written releases from the CARRIER and the Pay Assignment’s assignee, in a form
satisfactory to BROKER’s counsel, must be received by BROKER specifying the terms and date of
release. If CARRIER fails to comply with any one of the requirements of this Section, then CARRIER
releases and waives any and all right, claim, or action against BROKER and CUSTOMERS for any
amount due and owing under this Agreement.

20.) ELECTRONIC COMMUNICATIONS.

The following terms apply to any and all Electronic Communication (defined below) with BROKER:

A. During the Term, the Parties anticipate that they will exchange materials and information in
electronic form, including, without limitation, through websites, e-mail, fax, text messaging,
mobile apps, and other electronic means (collectively “Electronic Communications”), and each
Party consents to receiving Electronic Communications related to the Services.

B. Under no circumstances will BROKER be liable for, and CARRIER hereby expressly waives and
releases BROKER from, any liability for any loss or damage caused by computer viruses, Trojans,
worms, or similar programs.

C. Electronic Communications may contain information that is confidential and subject to legal
privilege. Such Electronic Communications are intended solely for the individual or entity to whom
it is addressed and to others who have the authority to receive it, and CARRIER may not, under
any circumstances, disclose, copy, or distribute the information without BROKER’s written consent.

D. BROKER does not make any representation regarding any links and does not endorse the
products or services that may be offered from or through any link. BROKER accepts no
responsibility for the content or use of information contained in any link.

E. Unless otherwise noted, Electronic Communications are subject to intellectual property rights
of BROKER. Use of the content in web pages, electronic or written publications, smartphone
applications, or any other media and/or words, phrases, names, designs, or logos that are
BROKER’s trademarks are prohibited without the express written permission of BROKER.

F. BROKER disclaims all implied warranties, including, without limitation, warranties of

compatibility, security, and accuracy, and BROKER will not be liable for any special, indirect,
consequential, or punitive damages of any kind arising out of the use of Electronic
Communications by CARRIER.

G. By providing an email address to BROKER, CARRIER is expressly opting in to BROKER’s

promotional email distribution list. CARRIER can opt-out at any time by contacting BROKER via
telephone, email, or mail.

H. CARRIER understands that all calls to or from BROKER may be recorded, and CARRIER
consents to being recorded during any and all calls with BROKER. CARRIER waives and releases
BROKER from any liability or claim related to calls with BROKER being recorded, and waives any
right to obtain a copy of such recording to the extent any such right exists under the law.

21.) CONFIDENTIALITY.

A. In addition to confidential information protected by law, whether statutory or otherwise, the

Parties agree that all of their financial information and that of CUSTOMERS, including, without
limitation, freight and brokerage rates, amounts received for brokerage Document Ref: ZMJ3Z-
HJJ9G-HA47T-CJU5J Page 9 of 12 services, amounts of freight charges collected, amounts of freight
charges paid, freight volume requirements, as well as related CUSTOMER information, CUSTOMER
shipping or other logistic requirements shared or learned between the Parties and CUSTOMERS
shall be treated as confidential, and shall not be disclosed or used for any reason without prior
written consent by the Parties. If confidentiality is breached, the Parties agree that the remedy at
law, including monetary damages, may be inadequate and that the Parties shall be entitled, in
addition to any other remedy available, to an injunction restraining the violating Party from
further violation of this Agreement.

22.) GENERAL CARRIER DUTIES.

CARRIER agrees as follows: (These duties are in addition to any other duties required in this
Agreement or in Laws)

Drivers shall check in with BROKER every day (including Saturday, Sunday, and holidays) between
8:00 a.m. and 9:00 a.m. EST, giving their current location and load temperature. B. CARRIER shall
call BROKER immediately to report any problems related to the Services.

BROKER is available 24 hours a day, 7 days a week, 365 days a year. CARRIER shall report any
overage, shortage, or damage at loading or delivery to BROKER immediately upon becoming aware
of such overage, shortage, or damage, and CARRIER assumes all liability for failing to so notify
BROKER.

CARRIER is responsible for any damage or loss to the product, shipment, or its packaging, and any
and all shortages, from the time the shipment, or any portion thereof, first comes into CARRIER’s
possession or control at pickup, until the shipment is no longer in CARRIER’s possession or control
at delivery.

If any payment for lumper services (loading/unloading) is agreed upon between BROKER and
CARRIER, CARRIER must supply a legible unloading receipt with lumper’s full name, address, and
contact information accompanied by the BROKER’s authorization number assigned to this
particular load. Unless CARRIER provides this information within 24 hours of delivery, CARRIER will
not be reimbursed for lumper costs.

For all pallet exchange loads, the number of pallets in and out must be clearly notated on the
original bill of lading.

All loads tendered to CARRIER require exclusive use of trailer space solely for the freight related to
that particular load, unless otherwise agreed in writing with BROKER. CARRIER assumes all liability,
including, without limitation, any costs incurred by BROKER, caused by CARRIER loading any
unauthorized freight on a load.

Any costs incurred by BROKER due to CARRIER being late for pickup or delivery appointments may
be charged to CARRIER.

Any product which must be disposed of must have prior consent from BROKER before being
disposed of by any party. If a load is disposed of without prior written consent from BROKER,
CARRIER is liable for the entire value of the load, plus any other associated damages. CARRIER is
required to remit to BROKER any funds received from salvage and/or insurance.
Before loading begins, CARRIER’s driver must have a sufficient number of load locks or other
suitable cargo securing devices to secure the load. Document Ref: ZMJ3ZHJJ9G-HA47T-CJU5J Page
10 of 12

Loads that are sealed at the shipping point are to remain sealed until an authorized person at the
receiver breaks the seal. If the seal is broken by an unauthorized person, CARRIER shall be fully
liable for the greater of either (i) the invoice amount to CUSTOMER or (ii) the cost of the product.
In addition, CARRIER shall also be liable for any other expenses arising from or related to the
unauthorized removal of the seal.

CARRIER shall provide a trailer that is in sound mechanical and structural condition, and is clean,
dry, free of defects, and suitable in all respects to accept, load, and transport the shipment.

CARRIER shall not, unless expressly authorized to do so by BROKER, contact or communicate

directly with CUSTOMER. This includes CARRIER’s agents, representatives, heirs, or assigns. This
Section 22(l) shall not prohibit communication with dock workers, as long as such communication
is limited to the minimum amount of communication necessary to perform the Services for that
load.

CARRIER’s drivers shall not, under any circumstances, use a cellular phone, whether by talking,
texting, or otherwise, while operating a vehicle related to the Services.

At all times, CARRIER shall use proper, working equipment acceptable to CUSTOMER, train its
personnel in sanitary transportation practices and document all training, maintain all necessary
records, abide by all Laws, and follow all protocols communicated to CARRIER when transporting
human and/or animal food.

23.) CARRIER DUTIES FOR REFRIGERATED LOADS.

In order to fulfill CUSTOMERS’ delivery and tracking requests, if CARRIER accepts BROKER’s
tender of a refrigerated load, then CARRIER agrees as follows: (These duties are in addition to the
General Carrier Duties listed above)

A. Prior to loading, CARRIER shall confirm that the reefer unit is working properly and pre- cool
trailer to the temperature specified on BROKER’s Rate Confirmation. The temperature on
BROKER’s Rate Confirmation will be in Fahrenheit unless otherwise specified in writing. CARRIER
must strictly adhere to the temperature listed on the Rate Confirmation and shall make sure the
temperature pulped for the product at loading is reflected on the bill of lading.

B. Trailers hauling refrigerated loads are required to have a properly functioning air chute for
circulation. It is CARRIER’s responsibility to make sure the chute is not damaged, obstructed,
blocked, or malfunctioning in any way. It is CARRIER’s sole responsibility to make sure sufficient
space is provided for air circulation in front, rear, top, bottom, and between the load.

C. CARRIER shall check pulp temperature of the product to ensure that product has been
precooled to the proper temperature prior to loading. CARRIER shall not accept any product with a
pulp temperature that is more than 2 degrees above or below the specified temperature noted on
BROKER’s Rate Confirmation. If the temperature on BROKER’s Rate Confirmation differs from that
on
the bill of lading, CARRIER shall call BROKER before signing the bill of lading or transporting the
freight. If CARRIER loads or otherwise accepts freight contrary to the terms on BROKER’s Rate
Confirmation or applicable bill of lading, CARRIER is liable for any and all loss or damage arising
from or related to such acceptance. Document Ref: ZMJ3ZHJJ9G-HA47T-CJU5J Page 11 of 12

D. By signing the bill of lading, CARRIER is confirming that the correct product and correct product
count were received at the proper temperature. CARRIER is solely responsible for cargo loss or
damage incurred related to discrepancies in product information between the bill of lading, Rate
Confirmation, and the actual product. If a discrepancy as to count, condition, or temperature is
encountered, CARRIER shall immediately notify BROKER, and no change to loading information
shall be made until confirmed in writing by BROKER.

E. CARRIER shall continuously maintain the temperature noted on BROKER’s Rate Confirmation
from pickup at shipper until delivery at receiver. CARRIER shall not, at any time, set reefer on
start/stop, cycle, or any other non- continuous temperature setting unless otherwise notified in
writing by BROKER. CARRIER shall contact BROKER immediately in the event of any problems
including, without limitation, out-of- temperature condition, equipment malfunction, accident, or
delay.

24.) SURVIVAL.

The terms and conditions of this Agreement which contemplate the need for performance after
the expiration or termination of this Agreement, which includes, without limitation, provisions
regarding indemnification, solicitation of CUSTOMERS, attorneys’ fees, cargo liability, claims
processing, and compensation for Services performed prior to termination, shall survive any such
expiration or termination of this Agreement.

25.) RECITAL PARAGRAPHS / HEADINGS.

The statements in the recital paragraphs at the beginning of this Agreement are true and correct
and may be relied upon in this Agreement. However, the Section headings in this Agreement are
for convenience only and shall not be used to interpret this Agreement.

26.) COUNTERPARTS.

This Agreement may be executed in any number of counterparts and by the Parties in separate
counterparts and may be exchanged by Electronic Communications. Each executed counterpart shall
be deemed to be an original and all of which together shall constitute one and the same
agreement. CARRIER’s execution of the signature page and return of that page to BROKER, shall be
evidence that CARRIER has agreed to all of the terms and conditions of this Agreement without
change or modification.
Both parties are in agreement of this reseller agreement as per all the information listed below
shown by the signatures and date written below.

NewHope Enterprises Carrier

Name: NewHope Enterprises Name:

Title: Freight Broker Title:

Email: [email protected] Date:

Phone: (229) 213-0330 Phone:

(307) 683-1078

Signature: Signature:

Authority to transport this load and detailed in section 6 hereby assigned to the CARRIER
identified in SECTION 5. By accepting this agreement CARRIER certified that they have the proper
legal authority to carry the above-described load. Only on trucks owned by carriers.

All invoices must be accompanied by a signed delivery receipt and sent to NEWHOPE
ENTERPRISES. The above agreed-upon price includes any and all surcharges otherwise agreed to
by both CARRIER and NEWHOPE ENTERPRISES.

TRUCK ORDER NOT USED AND LAYOVER FEES WILL NOT BE PAID, (DRY RUN FEES).
By accepting this load, the carrier is agreeing to the payment method outlined above. The carrier's
payment method is Cash on Delivery (COD), where the carrier collects money from the customer.
The carrier acknowledges its responsibility to receive payment from the customer, as identified in
Section 3. The carrier acknowledges that it has no record for the collection of such fees from
NEWHOPE ENTERPRISES and has no right to take action against NEWHOPE ENTERPRISES in any
way, including attempting to collect any fees or posting any negative reviews. Any such actions,
including but not limited to collection efforts or negative reviews, are prohibited, and the carrier is
responsible for any such actions. NEWHOPE ENTERPRISES is entitled to charge the carrier a
minimum of
$1,000.00 in incidental fees, plus legal fees and any incurred damages.