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Dear Carrier, Thank you for choosing to partner with S&M Priority Logistics, LLC. Please fill out this packet in its entirety and send back to our office via email at amanda@smprioritylogistics.com or via fax (540) 720-3246 along with the following items:

1. A copy of your MC and DOT authority. 2. A copy of W-9 Form. 3. Insurance certificate listing S&M Priority Logistics, LLC as a certificate holder. 4. Payment Options Form

If you have any questions, please feel free to contact us at (540) 720-3284. Thank you!

David Barcenas Co-Founder

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COMPANY PROFILE

Company S&M Priority Logistics, LLC

1009 Plymouth Drive Stafford, VA 22554 Office 540-720-3284 Fax 540-720-3246 Website www.smprioritylogistics.com US DOT # 2582089 MC # 901522 EIN # 47-2857670

Contacts David Barcenas, Co-Founder Info@SMPriorityLogistics.com

Amanda Barcenas, Co-Founder Amanda@SMPriorityLogistics.com

Surety/Form BMC-85 Liberty National Financial Corp Policy#: 201562303

Contingent Cargo Insurance

TBS Insurance Agency Policy #IMD31143 P:405-528-1988 F: 405-528-2046 $100,000

References J & J Freight, LLC Jay Jimenez, Owner 832-513-9865

Flee Tranportation, Inc Freddy Champion, Director 757-323-9251

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Motor!Carrier!Profile!!

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!Other!Equipment:!!_________________________________________________________________________________________!!Preferred!Lanes:!!_________________________________________________________________________________________!

Company!Name:!! Equipment! Y/N! How!many?!

MC#:!!!!!!!!!!!!!!!!!!!!!!!!!DOT#:!!!!!!!!!!!!!!!!!!!!!!FED!ID#:! Trucks!! ! !Address:!!City:!!State:!!Zip:!

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Point!of!Contact!Name:!!!Email:!

Dry!Van!!

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Contact!Phone!#:!! Reefer! ! !

Title:'! Flatbed! ! !

! Step!Deck!! ! !

Emergency!Contact:!! Flatbed! ! !

Emergency!Contact!Phone!#:!! Belly!Dump! ! !

Title:'! Container! ! !

Do!you!transport!Hazmat?!YES/NO!! ! ! !

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Broker/Carrier Agreement This Broker/Carrier Agreement made and entered into effective this day of , 20 , by and between S&M Priority Logistics, LLC, 1009 Plymouth Drive, Stafford, Virginia 22554 (hereinafter “Broker”) and (hereinafter “Carrier”). This agreement shall supersede all previously dated agreements. This Agreement may be amended by the use of an addendum, duty signed, dated and witnessed by both parties. Part 1. TERM. The term of this agreement shall commence on the effective date and shall continue thereafter from year to year until terminated by either party, with or without cause. On thirty (30) days prior written notice at any time by either party hereto. Part 2. Both parties warrant and represent that they are and will continue to be in good standing with all legal requirements including but not limited to licenses and applicable insurance (100,000 Cargo and 1,000,000 automobile liability insurance per occurrence). These certificates must be issued by your insurance agent naming S&M Priority Logistics, LLC as the “Certificate Holder”. Carrier agrees to provide all transportation services in a manner in compliance with generally acknowledged standards and practices of the transportation industry. Carrier agrees to provide only the equipment that meets all the safety and roadworthy standards of each state traveled. Part 3. Both parties agree that they are independent of one another and are not affiliates or members of the same corporation, partnership, or other business entity. Neither party is in the employment of the other. Part 4.The schedule of charges and the amount due to the Carrier or the Broker will be set fourth on each load on the fax sheet that will be provided to the Carrier. Carrier must verify that the information on the fax is correct and notify the Broker immediately if it is not correct. When Carrier picks up the load the Carrier must immediately verify that the information continued on the bill of lading matches the information the Broker provided to the carrier. Broker reserves the right to pay Carrier less than full payment of Carriers charges in the case of non-performance by the Carrier. Carrier is subject to assessments from shipper/broker for failure to provide service according to the schedule on the load confirmation. Part 5. CARRIER PAPERWORK. Carrier must furnish the Original #2 copy of the bill of lading, written proof of delivery, S&M Priority Logistics reference number, and any other documents as may be required from time to time by broker. Failure of the Carrier to furnish the proper paperwork as shown above can cause a delay in payment. Broker agrees to pay Carrier within 30 days from the date all documentation has been provided by Carrier to Broker. Carrier agrees not to report any payments as late if the Carrier does not comply with the above billing instructions and agrees to promptly remove the reporting should this happen. The amount of pay due to the Carrier will be agreed upon in writing (FAX) and signed before a load is moved. Part 6. ACCESSORIAL CHARGES. Prior to Carrier incurring any accessorial charges (whether charges related to delay time or other accessorial charges). Carrier must submit such charges to Broker in writing for approval by Broker. If Carrier invoices Broker with lumped fees, scale tickets or similar instruments, the original receipt must be included with the line haul invoice to S&M Priority Logistics. Broker has the right to refuse payment of any accessorial charges, which have not been approved by Broker prior to their being incurred. Should Broker receive any invoice from Carrier containing an unspecified amount of accessorial charges, Broker reserves the right to refuse payment of the entire portion of such invoice. This section applies whether or not the invoice has been assigned to any other party (including but not limited to a factoring company). Part 7. Should the Carrier bill the customer directly instead of billing the Broker, that action will be a breach of this agreement. Carrier will be liable to the Broker for the difference in the amount Carrier billed Customer and the amount the Broker would have billed the Customer. Carrier agrees that it will be responsible for all damages suffered by Broker as a result of the Carrier billing the Customer directly. Carrier agrees that Carrier will not give the load to another party (double broker), outside of carrier’s own employees, for another party to handle the load tendered to the Carrier by the Broker in order for Broker to settle the transportation costs with the appropriate party. Carrier will also be responsible for any monetary damages that the Broker incurs that might arise from this action, specifically loss of revenue from that customer based on previous year’s revenue. Part 8. Carrier shall be liable, while shipment is in its possession or under its control, for the full actual loss (invoice price), damage, injury, and delay to shipments transported for the Broker and shall handle such claims in accordance with the regulations published in the code of federal regulation at 49 CFR Part 1005. The terms, conditions or provisions of the governing bill of lading or any other document are subordinate to the terms of this

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Agreement and, in the event of a conflict this Agreement shall govern. Broker reserves the right to withhold Carrier pay due on any invoice pending settlement of any claims, whether the claim is related to the withheld invoice or not. Part 9. SET-OFF AND RECOUPMENT. Broker may offset, withhold, recover or recoup against any Broker Receivable, as those terms are defined in the subsections (a) and (b) below. In the event the Broker pays Carrier at provided herein and Carrier fails to make payment to any applicable subcontractor, then Broker may, at its option and sole discretion, pay such subcontractor and offset such amount paid against any amounts owed or to be owing to Carrier by Broker or any of Broker’s affiliates. Carrier understands and agrees that remedies in this section apply to Carrier’s failure to comply with any DOT, FMCSA policy, law or regulation, and any failure by carrier to comply with any provision of this agreement. Carrier agrees that Broker has the right to offset any payments owed to Carrier for liability incurred by Carrier according to the terms of this Agreement, including but not limited to Section 8. This agreement cannot be changed, modified, limited or supplemented by references to any Carrier rates, rules, classification, practice schedule or tariff.

(a) For the purpose of this section 9, “Broker Payable” means any amounts due from broker to carrier under this agreement, under law, or which arises out of the transportation provided herein or any other agreement between Carrier and Broker or either party’s subsidiaries, parent, or affiliates.

(b) For the purposes of this Section 9, “Broker Receivable” means any amounts due from Carrier to Broker under this agreement under law, or which arises out of the transportation provided or any other agreement between Carrier and broker or either party’s subsidiaries, parent, or affiliates.

Part 10. The terms and condition of this Agreement shall be governed by, and enforced in accordance’s with, the laws of Virginia. The venue for all litigation arising from tis Agreement shall be Stafford County, Virginia. By the execution of this agreement, both parties here to consent to the exclusive jurisdiction of those courts. Attorney fees, court costs, and collection costs will be awarded to the prevailing party. Part 11. During the term of this Agreement, neither Carrier nor its representatives will contact directly or indirectly through a third party any Customer of Broker for the purpose of selling Carrier’s service directly to the Customer. Should carrier fail to comply with this section, Carrier will pay the following, in addition to any other remedies to which Broker is entitled to:

(a) The equivalent of Broker’s net revenue from Customer for the previous year. (b) 15% of Carrier’s gross revenue from that Customer for the following 12 months, and (c) Any additional damages suffered by Broker as a result of Carrier’s violation of this Section.

Part 12. Carrier certifies that Carriers will not accept from Broker any load or any freight that Carrier deems, in any fashion, to be that Carrier’s freight or customer. Acceptance of any load will be a clear indication that Carrier has no claim to that freight or that customer. Part 13. Carrier agrees to indemnify and hold harmless Broker and Broker’s Customer of any and all claims of any nature whatsoever arising out of Carrier’s operations and activities hereunder, including without limitation, claims, losses, theft, delay, liability for personal injury or death, property damage, cargo loss or damage, or any combination thereof, including court costs and attorney’s fees incurred in defending or prosecuting such claims. Carriers agrees and understands that if Carrier fails to indemnify Broker and Broker’s Customer under this Section, Broker has the right to recoup for such failure by exercising the rights described in Section 9 of this agreement. Part 14. CONFIDENTIALITY. All Dealing between Carrier and Broker will be considered strictly confidential and will not be discussed with outside parties. Part 15. Assigned of Rights to Payment by Carrier. Carrier understands and agrees that any factoring, assignment, pledge, hypothecation or granting of a security interest in Carrier’s right to payment hereunder shall in no event modify, limit or terminate Broker’s rights under sections 6,9 or 11 of this Agreement. All of Broker’s claims and rights are specifically preserved and shall be superior to any assignee’s, factor’s or creditor’s rights or claims to payment, regardless of any notice to Broker to the contrary. Carrier shall notify any such factor, secured creditor or assignee of Broker’s rights in this regard. Part 16. REMEDIES. In the event Carrier fails to comply without any provision of this Agreement, Broker shall be entitled to equitable relief (including but not limited to injunctive relief), legal remedies (including but not limited to damages, attorney fees and court cost), and relief according to all other rights set fourth in this Agreement (including but not limited to the rights contained in section 6 and Section 9 of tis Agreement). The Broker can peruse any or all of those remedies without prejudice to its right to peruse any others. The remedies herein provided are not exclusive, but are in addition to any other rights and remedies that the Company has at law or in equity. Part 17. WAIVER. No waiver by either party of a breach of this Agreement shall be deemed to be a continuing waiver or waiver of any other breach, whether of the same or any other provision of this Agreement. Part 18. THIRD PARTY RIGHTS. Nothing in this Agreement, whether express or implied, is intended or shall be constructed to confer, directly or indirectly, upon or give to any party other then Carrier and the Broker any legal or equitable right, remedy or claim under or in resect of this Agreement or any covenant, condition or other provision contained herein.

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Part 19. Entire Agreement, shall continue the entire agreement of this parties of the parties hereto and with respect to the subject matter hereof and supersede all prior agreements and understandings, oral and written among the parties hereto and with respect to the subject matter hereof. Part 20. SEVERABILITY. Should any provision of this Agreement be deemed in contradiction with the laws of any jurisdiction in which it is to be performed or unenforceable for any reason, such provision shall be deemed null and void, but this Agreement shall remain in full force in all other respects. Should any provisions of this Agreement be or become ineffective because of changes in applicable law or interpretations thereof, or should the Agreement fault to include a provision that is required as a mater of law, the validity of the other provision of this Agreement shall not be affected thereby. Part 21.The Parties agree that the terms and provisions of this Agreement are not to be constructed more strictly against the Broker than against the Carrier, or vice-versa, and that it is the intention of the Parties to this Agreement that its terms and provision be constructed as having the plain meaning of the terms used herein. IN WITNESS WHEREOF, the parties solidify this AGREEMENT made this __________ day of_________, 20_______. ______________________________ _____________________________ Company Name Company Name _____________________________ _____________________________ By By _____________________________ _____________________________ Title Title _____________________________ _____________________________ Signature Signature

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FLEXIBLE PAYMENT OPTIONS We have several different payment programs that we offer to Carriers. Please initial or check mark on the payment plan desired.

**IF NO BOXES ARE CHECKED/INITIALED WE WILL CONCLUDE THAT YOU DESIRE THE NORMAL PAYMENT WITHIN 28 DAYS.

(Initial/Check One)

______ 3 Business Day Payment Option. The Cost is 3% of the Gross. The 3 day payment plan is offered to simply expedite payment to carriers quickly. Payment is made after receipt of all your original paperwork in our office, including signed POD’s / Bills of Lading (also weigh tickets or lumper receipts when applicable). We must have clean, signed Bills of Lading / POD’s.

______ 14 Day Payment Option. The Cost is 2% of the Gross. The 14-day payment plan is offered to simply expedite payment to carriers quickly. Payment is made after receipt of all your original paperwork in our office, including signed POD’s / Bills of Lading (also weigh tickets or lumper receipts when applicable). We must have clean, signed Bills of Lading / POD’s.

______ 21 Day Payment Option. The Cost is 1% of the Gross. The 21-day payment plan is offered to simply expedite payment to carriers quickly. Payment is made after receipt of all your original paperwork in our office, including signed POD’s / Bills of Lading (also weigh tickets or lumper receipts when applicable). We must have clean, signed Bills of Lading / POD’s.

______ Within 28 days. This is our normal terms of doing business. Payment is made after receipt of all your original paperwork in our office, including signed POD’s / Bills of Lading (also weigh tickets or lumper receipts when applicable). We must have clean, signed Bills of Lading / POD’s.

CARRIER REPRESENTATIVE ___________________________ DATE __________________

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Data Source: Licensing and Insurance

01:44March 18, 2015Run Date:

Run Time: li_carrierPage 1 of 2

Addresses:Business Address:

Business Phone:Mail Address:

Mail Phone:

Business Fax:

Mail Fax: Undeliverable Mail:

1009 PLYMOUTH DRIVE

(239) 682-4186

NO

STAFFORD, VA 22554

NONE NONONE NOACTIVE NOYES NO NO

Common Authority:Contract Authority:Broker Authority:Property:

Application Pending:Application Pending:Application Pending:Passenger: Household Goods:

NO

Authorities:

NO $0 $0NO NO NOYES YES YES

Insurance Requirements:

BIPD Exempt:Cargo Exempt:BOC-3:

BIPD Waiver: BIPD Required:Cargo Required:Bond Required:

BIPD on File:Cargo on File:Bond on File:

OKLAHOMA TRUCK PLATES & PROCESS AGENTS LLC

85

LIBERTY NATIONAL FINANCIAL CORP.JOSH ELAM

TRUST FUND201562303 $0 $75,000

02/17/2015

Active/Pending Insurance:

Form: Type:Policy/Surety Number: Coverage From: To:Effective Date: Cancellation Date:

Insurance Carrier:Attn:

Address:

Telephone:

1300 12TH AVE S.E./ PO BOX 6089NORMAN, OK 73070 US(405) 321 - 5310 Fax: (405) 321 - 5313

Comments:

* If a carrier is in compliance, the amount of coverage will always be shown as the required Federal minimum ($5,000 per vehicle, $10,000 per occurrence for cargo insurance, $75,000 for bond/trust fund insurance for brokers and freight forwarders). The carrier may actually have higher levels of coverage.

*

Blanket Company:

Posted Date: 02/18/2015

MC901522Docket Number:2582089 USDOT Number:

Legal Name:S&M PRIORITY LOGISTICSDBA (Doing-Business-As) Name

S&M PRIORITY LOGISTICS, LLC

FMCSA Motor Carrier

Private: NO Enterprise: NO

Data Source: Licensing and Insurance01:44March 18, 2015Run Date:

Run Time: li_carrierPage 2 of 2

Form: Type:Policy/Surety Number: Coverage From: $0 To:Received: Rejected:Rejected Reason:

$0

Rejected Insurances:

Insurance History:

Form:Policy/Surety Number:Effective Date From:

Type:Coverage From To:

Disposition:To: $0 $0

Insurance Carrier:Attn:

Address:

Telephone: Fax:

Authority Type Filed Status Insurance BOC-3Pending Application:

Authority Type 1st Serve Date 2nd Serve Date ReasonRevocation History:

Sub No.

PROPERTY BROKER

Authority Type

GRANTED

Original Action

02/24/2015

Disposition ActionAuthority History:

MC901522Docket Number:2582089 USDOT Number:

Legal Name:S&M PRIORITY LOGISTICSDBA (Doing-Business-As) Name

S&M PRIORITY LOGISTICS, LLC

FMCSA Motor Carrier