NEW CARRIER PACKET CHECKLIST

New carrier information page

W-9 (December 2014 ver.)

Copy of Liability and Cargo Certificates of Insurance

o Must name Exxact Express as Additional Insured / Loss Payee

Authority documentation containing MC number

Signed Exxact Express Inc. Carrier – Broker Agreement

Signed Schedule 1

PLEASE RETURN ALL DOCUMENTS TO

packets@exxact.net

or

FAX 863-688-7660

***THIS FORM MUST BE COMPLETED***

DATE:________________________

CARRIER:

Name: ________________________________ Contact: __________________________________

Address: _______________________________ Phone: ____________________________________

City: ___________________________________ Fax: ___________________________________

State: __________________________________ Email: ___________________________________

Zip: ____________________________________

EQUIPMENT:

TRACTORS: ___________

Dry Vans: 53’ __________ Reefers: 53’ __________ Flatbeds: __________ Stepdecks: __________

48’ __________ 48’ __________ size __________ size __________

PROFILE

ELD Compliant Yes / No ELD Provider: _________________________________

Smartway Partner Yes / No

Factoring Company Yes / No

Name of factoring company: ________________________________

Address:__________________________________________

Phone: ___________________________________________

SERVICE AREA

_____ North East _____ North West _____ South East _____ South West _____ Midwest ______ Central

Preferred States: _______________________________

_______________________________

_______________________________

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 1 of 8 v 17.11

Exxact Express, Inc.

BROKER – MOTOR CARRIER AGREEMENT

THIS AGREEMENT is made and entered into this ___ day of______, 20__, by and between Exxact Express, Inc., a

licensed property broker pursuant to No. MC-200412 (“BROKER”), and (Please print name of Carrier)

_________________________________________, a licensed motor carrier pursuant to MC No. ______________

(Please print Carrier MC No.)(“CARRIER”); collectively, the “Parties”.

1. TERM. The Term of this Agreement shall be for one (1) year and shall automatically renew for successive one (1)

year periods; provided, however, that this Agreement may be terminated as set forth herein or at any time by at least

thirty (30) days prior written notice.

2. CARRIER’S OBLIGATIONS.

a. CARRIER represents and warrants that it is duly and legally qualified to provide the transportation

services contemplated herein, and CARRIER agrees to comply with all federal, state, and local laws regarding the

provision of such services. CARRIER further represents and warrants that it does not have an unsatisfactory safety rating

or a proposed safety rating change issued by the U.S. Department of Transportation (“DOT”), and further agrees to

comply with all federal, state, and local laws regarding the provisions of the transportation services contemplated under

this Agreement. In the event CARRIER is audited by the DOT and/or receives an unsatisfactory safety rating from the

DOT, CARRIER agrees to notify BROKER within twenty-four (24) hours of such event. BROKER shall have the right,

at the option of BROKER, to terminate this Agreement immediately upon receipt of such notice of DOT audit, safety

rating change or threatened audit or change.

b. CARRIER shall transport all shipments provided under this Agreement without delay, and all

occurrences which would be probable or certain to cause delay shall be immediately communicated to BROKER by

CARRIER. CARRIER agrees to furnish BROKER notice immediately, or as soon as is reasonably possible, by telephone

of any occurrence or transaction which may give rise to a claim against either the CARRIER, the BROKER or the

BROKER’s customer(s) under the terms of this Agreement, and in accordance with BROKER’s or BROKER’s customer

policy for reporting claim incidents. CARRIER hereby acknowledges that CARRIER is solely responsible for the

inquiring of, understanding and complying with the reporting requirements of BROKER or BROKER’s customer. The

CARRIER further agrees to cooperate, as requested by the BROKER or its authorized representative, in the investigation,

negotiation, settlement, or litigation of any claim or suit, which may be encountered by the BROKER, or its

representative under the terms of this Agreement

c. On behalf of the shipper, consignee and broker interests, to the extent that any shipments subject to this

Agreement are transported within the State of California, CARRIER warrants that: (1) all 53 foot trailers, including both

dry-van and refrigerated equipment it operates and the Heavy-Duty Tractors that haul them within California under this

Agreement is in compliance with the California Air Resources Board (ARB) Heavy-Duty Vehicle Greenhouse Gas

(Tractor-Trailer GHG) Emission Reduction Regulations; and (2) all refrigerated equipment it operates within California

under this Agreement is in full compliance with the California Air Research Board (ARB) TRU ACTM in-use

regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on or assumed by

BROKER due to penalties imposed on BROKER’s customer because of CARRIER's use of non-compliant equipment.

d. CARRIER represents and warrants to BROKER that CARRIER will be in compliance with 49 C.F.R.

395.15, et seq., (the Electronic Logging Device Rule) effective December 18, 2017. If, prior December 18, 2017,

CARRIER has installed and requires its drivers to use an automatic on-board recording device in accordance with 49

C.F.R. 395.15, CARRIER may continue to use the compliant automatic on-board recording device no later than

December 16, 2019, at which time CARRIER agrees to install ELD technology in compliance with 49 C.F.R. 395.15.

e. CARRIER will ensure that when any shipment moves under a seal, the seal number shall be recorded

on the applicable bill of lading or receipt required by this section. In the event it becomes necessary to break a seal due

to any government action or to add or deliver any shipment to or from any conveyance, the conveyance shall be re-sealed

prior to departure from the point of such loading or unloading, and the seal numbers shall be recorded on each bill of

lading or receipt. Otherwise, CARRIER shall agree to refrain from breaking any seal.

f. CARRIER agrees that time is of the essence in its performance of this Agreement.

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 2 of 8 v 17.11

g. Once a load is accepted by CARRIER, CARRIER is responsible for meeting their scheduled pickup and

delivery appointments. CARRIER shall operate dispatch continuously, twenty-four hours per day, seven days per week,

and shall have the capability of advising BROKER of the location of a shipment at all times. CARRIER is not to violate

the current hours of service regulations as published by the FMCSA in which to transport any load on behalf of BROKER

or its customer.

h. The Food Safety Modernization Act (“FSMA”) was signed into law on January 4, 2011. CARRIER

must comply with all sections of FSMA. The Rate Confirmation Sheet or bill of lading will describe requirements and

handling specifications for foods transported, including temperature controls necessary to ensure foods safety and

compliance with applicable food safety regulations (e.g., Sanitary Transportation of Foods Act, Seafood HACCP [Hazard

Analysis Critical Control Point], etc.). CARRIER’s obligations under FSMA, include but are not limited to the following:

All transportation operations must be conducted under such conditions and controls necessary to prevent the

food from becoming unsafe during transportation operations including:

(1) Taking effective measures such as segregation, isolation, or the use of packaging to protect food from

contamination by raw foods and nonfood items in the same load.

(2) Taking effective measures such as segregation, isolation, or other protective measures, such as hand-washing,

to protect food transported in bulk vehicles or food not completely enclosed by a container from contamination and cross-

contact during transportation operations.

(3) Taking effective measures to ensure that food that requires temperature control for safety is transported under

adequate temperature control.

(4) Taking measures to ensure vehicles and transportation equipment meet the shipper's specifications and are

otherwise appropriate to prevent the food from becoming unsafe during the transportation operation. Such equipment

shall be clean, odor free, dry, leak-proof, free of contamination, free of infestation, and that has never, to the best of

CARRIER’s knowledge, been used to transport refuse, garbage, trash or solid or liquid waste or hazardous materials.

(5) Once the transportation operation is complete and upon request, provide the operating temperature specified

by the shipper, if requested by the shipper, receiver or BROKER, demonstrate that it has maintained temperature

conditions during the transportation operation consistent with the operating temperature specified by the shipper.

(6) Before offering a vehicle or transportation equipment with an auxiliary refrigeration unit for use for the

transportation of food that requires temperature control for safety under the conditions of the shipment during

transportation, CARRIER must pre-cool each mechanically refrigerated cold storage compartment as specified by the

shipper.

(7) If requested by the shipper or BROKER, a carrier that offers a bulk vehicle for food transportation must

provide information to the shipper that identifies the previous cargo transported in the vehicle.

(8) If requested by the shipper or BROKER, a carrier that offers a bulk vehicle for food transportation must

provide information to the shipper that describes the most recent cleaning of the bulk vehicle.

(9) Develop and implement written procedures subject to the records requirements of 21 CFR § 1.912(b).

(10) Retain records to demonstrate compliance with FSMA, including training records and any other written

agreements assigning tasks in compliance with 21 CFR § 1.912(c) and (d) for a period of 12 months beyond the

termination of the agreements.

3. SPECIFIED SERVICES. CARRIER’s services under this Agreement are specifically designed to meet the distinct

needs of BROKER under the specified rates and conditions set forth herein. This Agreement does not grant CARRIER

an exclusive right to perform the transportation related to services for BROKER or its customer.

4. RECEIPTS AND BILLS OF LADING. Each shipment hereunder shall be evidenced by a receipt in such form as

specified by BROKER or alternatively, by BROKER’s customer signed by CARRIER showing the kind and quantity of

product received by CARRIER at origin. The absence or loss of any such receipt shall not relieve CARRIER hereunder.

Such receipt shall be prima facia evidence of receipt of such shipment in good delivery of each shipment made hereunder,

CARRIER shall obtain a receipt showing the kind and quantity of product delivered to the consignee of such shipment

at the destination specified by BROKER, and CARRIER shall cause such receipt to be signed by the consignee.

CARRIER agrees that BROKER’s customer’s insertion of BROKER’s name as carrier on a bill of lading shall be for the

Customer’s convenience only and shall not change BROKER’s status as a property broker or CARRIER’s motor carrier

status. Any terms, conditions and provision of the bill of lading, manifest or other form of receipt or contract shall be

subject and subordinate to the terms, conditions and provisions of this agreement. If any terms conflict, the terms and

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 3 of 8 v 17.11

conditions of this Agreement shall control. CARRIER shall notify BROKER immediately, prior to proceeding from the

location, of any exceptions made on the bill of lading, manifest or other receipt.

5. CARRIER’S OPERATIONS AND EMPLOYEES. CARRIER shall, at its sole cost and expense: (a) furnish all

equipment necessary or required for the performance of its obligations hereunder and CARRIER hereby agrees that

CARRIER will not supply any equipment that has been used to transport hazardous wastes whether solid or liquid (the

“Equipment”); (b) pay all expenses related, in any way, with the use and operation of the Equipment; (c) maintain the

Equipment in good repair, mechanical condition and appearance; and (d) utilize only competent, able and legally licensed

personnel qualified to driver under applicable FMCSA regulations. CARRIER shall have full control of such personnel

and shall perform the services hereunder as an independent contractor, and shall assume complete responsibility for all

state and federal taxes, assessments, insurance (including but not limited to workers compensation, unemployment

compensation, disability, pension, and social security) and any other financial obligations arising out of the transportation

performed hereunder. It is the intention of the Parties and acknowledged by the Parties that neither the CARRIER nor any

of its employees shall be deemed to be agents, servants, or employees of the BROKER or BROKER’s customers for any

purpose whatsoever, but the CARRIER is and shall be an independent contractor and is responsible to the BROKER as to

the results to be accomplished and not as to the means and methods for accomplishing the results.

6. INDEMNITY. CARRIER hereby agrees to defend, indemnify, and hold harmless BROKER and its customers from

and against all direct and/or indirect loss, liability, damages, judgments, delay, expense, cost, including reasonable

attorney fees, fines, actions and claims for injury to persons (including death) and for damage to property and of any other

loss damage, judgments, expense, cost, including reasonable attorney’s fees, which BROKER and/or its customer may

incur arising out of or in connection with the operation of the Equipment by CARRIER, its employees or independent

contractors working for CARRIER (collectively “CARRIER”), including but not limited to loading, handling,

transportation, unloading or delivery of any shipments made hereunder, CARRIER’s obligations under this Agreement,

or any breach by CARRIER of the terms of this Agreement. BROKER shall not be liable to the CARRIER for any claims,

actions, damages due to the negligence of CARRIER, or the shipper. This provision shall remain in full force and effect

both during and after the Term of this Agreement.

7. INSURANCE. CARRIER is required to purchase and maintain the following forms and amounts of insurance

coverage, acceptable to BROKER, as part of this Agreement:

a) Automobile Liability Coverage (“AL”) in an amount not less than $1,000,000 (U.S. Dollars) per occurrence,

or such large amount as required by applicable law, with no aggregate

b) Occupational accident for owner-operators or Workers’ Compensation for all employees of owner-

operator/fleet drivers (in limits set forth by applicable statute);

c) All Risk Broad Form Cargo Legal Liability insurance in an amount of not less than $100,000 (U.S. Dollars)

per occurrence with no annual aggregate, and with no exceptions or restrictions of any type that would

foreseeably preclude coverage relating to cargo claims. In the event said policy contains any such exclusion,

CARRIER shall obtain and furnish a surety bond or endorsement for the exclusion or restriction, including,

such as theft by employee, mysterious disappearance, unattended vehicle, reefer breakdown, loss or damage

due to freezing, spoilage, contamination, mildew, moss or deterioration, and any other endorsements required

by BROKER or its customer. In the event the value of a load exceeds Carrier’s cargo insurance limits on file,

Shipper will advise Carrier of such and Carrier shall increase the limits on their cargo insurance.

d) Commercial General Liability (“CGL”) Insurance covering the transportation of shipments and other

operations under this Agreement in an amount not less than $1,000,000 (U.S. Dollars) per occurrence. Such

insurance shall also cover CARRIER’s contractual liability under this Agreement.

CARRIER agrees that the above-required automobile liability coverage will be purchased and maintained under a Motor

Carrier Coverage Form. Further, the CARRIER agrees to provide and maintain, at CARRIER’s sole cost and expense,

the above-required coverage by purchasing same from an insurance company with an A.M. Best’s rating of A- or better

and provide BROKER with a Certificate of Insurance evidencing such coverage naming BROKER as an additional named

insured and loss payee. The certificate of insurance must be provided to BROKER upon execution of this Agreement,

and such certificate will state that insurance carrier will provide BROKER with thirty (30) days’ notice of cancellation or

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 4 of 8 v 17.11

change in coverage. All policies and coverages required under this Agreement shall be considered primary and non-

contributory with any policies or coverages of BROKER.

8. FREIGHT LOSS, DAMAGE OR DELAY. CARRIER hereby acknowledges and agrees that CARRIER assumes the

same liability as a common carrier for full actual loss, subject to the provisions of 49 U.S.C. 14706 (Carmack

Amendment). CARRIER’s liability for cargo loss or damage shall not be limited to the amount of cargo coverage required

herein, nor shall exclusions from coverage contained in CARRIER’s cargo insurance affect CARRIER’s liability for

freight loss, damage or delay. CARRIER hereby acknowledges and agrees that CARRIER’s right to salvage, whether

CARRIER receives prior notice or not, for any product transported by CARRIER is based on and limited to the extent

the customer of BROKER allows salvage and to the extent the customer disallows salvage. CARRIER hereby waives its

claim to salvage and salvage credit. Any claims arising from the services provided by Carrier shall be handled in the

following manner:

a) Claims for loss, damage, injury or delay to cargo may be filed with CARRIER within nine (9) months of

the date of delivery of shipment or within twelve (12) months of a reasonable time for delivery (three months beyond

agreed transit time), or within nine (9) months of the date CARRIER notifies BROKER that the shipment is lost.

b) Regardless of whether CARRIER timely pays, declines, or makes settlement of any loss or damage claim,

CARRIER acknowledges and agrees that BROKER and any of its subsidiaries or related companies shall have: (1) the

absolute right to set off from any amount otherwise due CARRIER to satisfy claims or shortages arising out of this or any

other Agreement with CARRIER, and (2) the right to automatically deduct from CARRIER’s settlement the amount of

the claim at any time.

The filing, processing and disposition of all cargo claims shall be governed by 49 C.F.R. 370 et seq. to the extent not

modified herein. The Parties agree that federal common carrier laws of liability (i.e. Carmack Amendment liability) shall

apply to all shipments made, except that CARRIER shall be liable to BROKER for all economic loss, including

consequential damages, and attorney’s fees, that are incurred by BROKER or BROKER’s customers for any freight loss,

damage or delay claim. No limitation of liability found in CARRIER’s tariff, rules or classifications, including NMFC

shall in any way lessen or limit CARRIER’s liability under this paragraph.

9. WAIVER OF CARRIER’S LIEN. CARRIER shall not withhold any goods transported pursuant to this Agreement

for any reason including the existence of any dispute as to prices or any alleged failure of general credit of BROKER and

CARRIER hereby waives and releases all liens that CARRIER might otherwise have to any such goods in the possession

or control of CARRIER or CARRIER’s agents, including but not limited to those under 49 U.S.C. § 13707 and 49 U.S.C.

§ 80109.

10. PAYMENTS. CARRIER will charge, and BROKER will pay for transportation services performed under this

Agreement the rates and charges as shown on the rate confirmation sheets or any written supplements or revisions

(hereinafter “Rate Confirmation”) thereto signed by BROKER and provided to CARRIER. CARRIER hereby

acknowledges and agrees that any Rate Confirmation provided to CARRIER by BROKER shall be deemed accepted by

CARRIER unless objected to, in writing to BROKER, within twenty-four (24) hours. In the event service is provided and

it is subsequently discovered that there was no applicable rate in the Rate Confirmation, the Parties agree that the rate

paid by BROKER shall be the agreed upon rate. CARRIER shall provide to BROKER at the time of invoicing all

applicable freight bills, bills of lading, clear delivery receipts, and any other necessary billing documents enabling

BROKER to ascertain that service has been provided. In no event shall BROKER be liable for any transportation charges

for which BROKER did not have primary responsibility for payment under the circumstances surrounding the involved

shipment. CARRIER agrees that BROKER is solely responsible for all freight charges related to the transportation

services provided herein, and as such CARRIER agrees not to attempt any collection efforts against BROKER’s

customer(s) and hereby acknowledges and agrees to look only to BROKER for payment of freight charges. Compensation

paid to CARRIER under this Agreement may be withheld in whole or in part by BROKER, or any or its subsidiaries or

related companies, to satisfy claims or shortages arising out of this or any other Agreement with CARRIER, or to satisfy

advances made to, or on behalf of CARRIER, or to satisfy any debt owed by CARRIER to BROKER or any of its

subsidiaries or related companies.

11. CONFIDENTIALITY AND NON-SOLICITATION. CARRIER agrees that the information concerning the

business operations of customers and shippers are confidential and that CARRIER will not reveal any information

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 5 of 8 v 17.11

concerning the services performed within this contract without the written permission of any party involved or as may be

required by law. In the event of violation, 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 they may have, to an injunction restraining

the violating Party from further violation of this Agreement in which case the voluntary Party shall be liable for all costs

and expenses incurred, including but not limited to reasonable attorney’s fees. CARRIER will not solicit traffic from any

shipper, consignor, consignee or customer of BROKER where (1) the availability of such traffic first became known to

CARRIER as a result of BROKER’s efforts, or (2) the traffic of the shipper, consignor, consignee or customer of

BROKER was first tendered to CARRIER by BROKER. If CARRIER breaches this Agreement and directly or indirectly

solicits traffic from customers of BROKER and CARRIER obtains traffic from such customer during the term of this

Agreement, or for twenty-four (24) months thereafter, BROKER shall receive twenty-five percent (25%) commission

from the revenue resulting from traffic transported for the customer. CARRIER shall provide BROKER with all

documentation requested by BROKER to verify such transportation revenue.

12. SUB-CONTRACT PROHIBITION. CARRIER specifically agrees that all freight tendered to it by BROKER shall

be transported on equipment operated only under the DOT authority and control of CARRIER, and that CARRIER shall

not in any manner sub-contract, broker, or in any other form arrange for the freight to be transported by a third party

without the prior written consent of BROKER. Violation of this Section 12 shall be grounds for immediate termination

of this Agreement. If CARRIER in any manner sub-contracts, brokers or otherwise arranges for freight to be transported

by a third party, in addition to any other rights and remedies available to BROKER, BROKER may in its sole discretion,

pay the underlying carrier directly, which payment will relieve BROKER of any and all payment obligations to CARRIER

with respect to such load.

13. SEVERABILITY. In the event that the operation of any portion of this Agreement results in a violation of any law,

the Parties agree that such portion shall be severable and that the remaining provision of this Agreement shall continue in

full force and effect.

14. WAIVER. CARRIER expressly waives any and all rights and remedies allowed under 49 U.S.C. 14101 to the extent

that such rights and remedies conflict with this Agreement. Failure of BROKER to insist upon CARRIER’s performance

under this Agreement or to exercise any right or privilege herein or under law or in equity shall not be a waiver of any of

BROKER’s rights or privileges.

15. GOVERNING LAW AND ATTORNEY FEES. It is agreed by BROKER and CARRIER that Florida law shall

govern, without reference to the conflict of laws contained therein, disputes involving any terms of this Agreement or

interpretation thereof, whether arising in contract, tort or otherwise. CARRIER hereby waives any jurisdictional rights it

might otherwise have. It is also agreed that venue shall be in Polk County, Florida. In the event of a legal action or other

proceeding arising under this Agreement or a dispute regarding any alleged breach, default, claim, or misrepresentation

arising out of this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled

to recover its reasonable attorneys’ fees and costs, whether incurred before suit, during suit, or at the appellate level. The

prevailing party shall also be entitled to recover any attorneys’ fees and costs incurred in litigating the entitlement to

attorneys’ fees and costs, as well as in determining or quantifying the amount of attorneys’ fees and costs due to it.

16. ARBITRATION. Nothing contained in this Agreement shall preclude BROKER from commencing any action in

any court having jurisdiction thereof with respect to any matter arising out of, relating to or pertaining to this Agreement.

However, at the sole option of BROKER, any controversy, claim or dispute, whether in contract, tort or otherwise, arising

out of, relating to or pertaining to this Agreement or the interpretation, breach, enforcement or subject matter thereof, that

cannot be settled by mutual agreement of the Parties may at the sole option of the BROKER: (i) be submitted to arbitration

by one (1) arbitrator (unless the BROKER determines to have multiple arbitrators) in Polk County by the Transportation

ADR Council, in accordance with its rules then in effect or conducted by any other recognized arbitration association or

entity in accordance with similar rules (“Arbitration”); or (ii) be determined through any alternative dispute resolution

(“ADR”) procedure provided for under the laws of the state of Florida, with such ADR procedure to be selected by the

CARRIER. Judgment upon any Arbitration award or ADR determination may be entered in any court of any state or

county or application may be made to such court through judicial acceptance of the award or determination and on order

of enforcement, as the law of the jurisdiction may require or allow. The Arbitration award or ADR determination shall be

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 6 of 8 v 17.11

final and no appeal shall be taken by either party. The costs of any such Arbitration or ADR shall be borne equally by the

CARRIER and the BROKER, unless the arbitrator(s) or ADR decision-maker deems such division of costs to be

inequitable, in which event the arbitrator(s) or ADR decision-maker may allocate the costs of Arbitration or ADR among

the Parties thereto as s/he deems just and equitable under the circumstances. THE CARRIER AND BROKER HEREBY

WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY OR AGAINST

EACH OTHER ON, OR IN RESPECT OF, ANY MATTER ARISING OUT OF, RELATING TO OR PERTAINING

TO THIS AGREEMENT, OR THE INTERPRETATION, BREACH, ENFORCEMENT OR SUBJECT MATTER

THEREOF. All claims for arbitration under this Agreement must be brought in the party’s individual capacity and not as

a plaintiff or class member in any purported class, collective action, or representative proceeding. The arbitrator may not

consolidate the claims, and may not otherwise preside over any form of a representative or class proceeding.

17. AMENDMENT. This Agreement may be modified, at any time, and at BROKER’s sole discretion, with individual

notice to the CARRIER. CARRIER’s acceptance of tender of a load from BROKER following any such modification

constitutes CARRIER’s acceptance of the modified terms and conditions of the Agreement.

18. NOTICES. All notices provided or required by this Agreement, shall be made in writing and delivered, return receipt

requested, to the addresses show below with postage prepaid; or by confirmed (electronically acknowledged on paper)

fax.

If to BROKER Attention:___________________________

(See address below) with copy to:

Taylor & Associates, Attorneys at Law, P.L.

Attention: J.W. Taylor, Esq.

20 3rd Street SW, Ste. 209

Winter Haven, FL 33880

If to CARRIER: Attention: __________________________

(See address below)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed in their respective names by

their duly authorized representatives as of the date first above written.

_____________________________________ Exxact Express, Inc.

CARRIER (Printed Name of Carrier) BROKER

BY: __________________________________ BY: __________________________________

(Signature of Authorized Representative) (Signature of Authorized Representative)

TITLE: _________________________________ TITLE: __________________________________

DATE: __________________________________ DATE: __________________________________

Address: _________________________________

Address: _________________________________

Phone: ___________________________________

Fax:_____________________________________

EIN: _____________________________________

Please return all pages of fully executed Agreement. Carrier Initial _______ Page 7 of 8 v 17.11

Exxact Express, Inc.

CALIFORNIA AIR RESOURCES BOARD NOTICE

Effective January 1, 2013, the California Air Resources Board (“CARB”) issued regulations governing the operation of

Transport Refrigeration Units (“TRUs”) on California Highways and Railways. TRUs are also referred to as reefers. The

purpose of this regulation is to help enforce the CARB’s Airborne Toxic Control Measure (“ATCM”).

The regulations apply to all TRUs that are transported on California highways and railways. Motor carriers are required

to dispatch only trucks and trailers equipped with TRUs that are compliant with CARB’s TRU ATCM in-use performance

standards. Drivers are prohibited from operating non-compliant TRUs. A TRU that is operational (e.g. capable of being

operated) shall be considered to operate if it is in the state of California.

California-based shippers and receivers are also required to use only trucks and trailers that are compliant with the

CARB’s TRU ATCM in-use performance standards. The regulations also require that the motor carrier and driver have

other shipment information, including contact information about the business entity that hired them.

The State of California may assess penalties for violating the regulations.

In order to comply with the new regulations, the following requirements will apply to all Exxact Express, Inc. shipments

that involve the use of TRU equipment for highway or railway transportation in the State of California. These

requirements will apply to any shipment that is transported within the California, even if the motor carrier is not based in

California or the shipment does not originate in California. These requirements will also apply to dry shipment hauled in

a trailer equipped with a TRU.

1. All carriers performing services for Exxact Express, Inc. that include the transportation of freight within the State of

California in reefer-equipped trucks, tractor-trailers, shipping containers, or railcars are required to use only trucks and

trailers that are equipped with a TRU that complies with CARB’s TRU ATCM in-use performance standards.

2. As a carrier performing services for Exxact Express, Inc. you are required to clearly show on the shipment bill of lading

the CARB IDN for any TRU equipment. As a pre-condition of Exxact Express, Inc. tendering a load of freight to Carrier,

you will be required to make the following certification: Carrier certifies that any TRU equipment used to transport a load

within the state of California will be in compliance with the in-use requirements of California’s TRU regulations.

3. Any carrier that violates the requirements of the CARB’s TRU regulations will be held responsible for any resulting

fines and penalties and will not be hired or used by Exxact Express, Inc. again until they can demonstrate that they are in

full compliance with CARB’s TRU ATCM in-use performance standards.

4. Carriers are responsible for ensuring that drivers have the following required information: driver’s license; truck or

tractor registration; trailer registration; and bill of lading or freight bill with origin or destination of freight being

transported; shipper business name, street address, state, and ZIP code; receiver business name, street address, state, and

ZIP code; and motor carrier business name and contact person’s name and phone number that dispatched the driver.

Exxact Express, Inc. name and contact information as set forth below.

5. CARB regulations require Exxact Express, Inc. to provide the motor carrier with the name, address, and contact person

and phone number of the Exxact Express, Inc. personnel arranging for the shipment, all of which can be found on the rate

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confirmation sheet. The contact person whose name should be included on the bill of lading or freight bill when Exxact

Express, Inc. is arranging transport with the carrier is:

Exxact Express, Inc.

Monica Ellison

P.O. Box 95545

Lakeland, FL 33804

Fax:

The motor carrier is responsible for providing this information to the dispatched driver and including it on the bill of

lading or freight bill that will accompany the driver.

CARRIERS ARE NOT AUTHORIZED TO TRANSPORT A SHIPMENT FOR EXXACT EXPRESS INC. UNLESS

THE CARRIER COMPLIES WITH THE REQUIREMENTS OF THE CARB REGULATIONS AND THIS NOTICE.

By signing below, I have read the foregoing CARB notice, and I agree to comply with all requirements of the TRU ATCM

In-Use Performance Standards.

_____________________________________

CARRIER (Printed Name of Carrier)

______________________________ (signature)

By: ________________________ (printed name)

Title:________________________

Carrier Initial _______ Page 1 of 2 v 17.11

SCHEDULE 1

1. The BROKER shall pay accessorial charges based on the following schedule if notified prior to

occurrence. Failure to do so will result in non-payment of accessorial charges.

Detention: $40 / hour, 2 hours free Max $200

Unloading: Match original lumper receipt as provided

Layover: $200 / day; $200 max

*Detention plus layover will NOT be approved. Only one of

these charges shall be applied, depending on the amount of wait

time. If wait time is greater than or equal to 5 hours (after 2 free

hours have already been applied), then layover charge will be

used and not detention.

Truck Ordered Not Used: $150 / occurrence: Applicable only if notified <24 hours before

pickup

2. The CARRIER shall be subject to the fees and assessments based on the following schedule

Late Assessment: A late assessment of up to $200 per stop if failure results an

inconvenience and/or harm to BROKERS business interest

Missing Check Call A missed check call fee of $25 per load may be assessed:

Check calls must be made by 1000 EST daily

Driver/Dispatcher call when driver arrives/departs each stop

Lumper/Unloading Fee A $10 processing fee will be assessed if the BROKER is required to

issue a Tchek on CARRIERS behalf for lumper or unloading services.

3. Fuel advance payments to CARRIER are subject to fees as outlined in the fuel advance agreement.

Advance payments will only be granted for loads greater than 1000 miles in length after the

CARRIER has successfully completed five (5) loads.

4. Quick Pay Program Details: After a carrier has successfully completed five (5) loads they are eligible

for quick pay subject to the terms below

(a) Settlement will be paid by terms stated above by the preferred payment method upon

completing the requirements set forth.

(b) Appropriate fee (3.5% or 4.5%) of the final settlement amount will be deducted prior to

payment.

(c) Paper check quick pays must have all necessary documentation in by 10 am Thursday. No

Exceptions.

(d) T-Chek requests are processed and paid Monday - Friday only 8:00 am – 5:00 pm EST,

excluding holidays.

(e) Required documentation:

a. Carrier invoice

b. Rate confirmation

c. Legibly signed POD containing no exceptions

d. Applicable receipts (Lumper, etc.)

(f) Documentation to be e-mailed to quickpay@exxact.net

(g) Quick Pay CANNOT be utilized if you use a factoring company.

Carrier Initial _______ Page 2 of 2 v 17.11

5. Payment method preferred: Select One

☐ Mailed check Standard terms NO FEE (First Class)

☐ Mailed check 3.5% FEE (First Class)

☐ T-Chek 4.5% FEE

If a payment method is not selected above Mailed Check Standard terms will be used.

By signing below, I have read the foregoing Schedule 1 notice, and I agree to all rates, fees, and requirements.

_____________________________________

CARRIER (Printed Name of Carrier)

______________________________ (signature)

By: ________________________ (printed name)

Title:________________________

Employer identification number

–

Form W-9 (Rev. December 2014)

Department of the Treasury Internal RevenueService

Request for Taxpayer Identification Number andCertification

Give Form to the

requester. Do not

send to the IRS.

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age 2

.

1 Name (asshown on your income tax return). Name is required on this line; do not leave this line blank.

2 Businessname/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification; check only one of the following seven boxes:

Individual/sole proprietor or CCorporation SCorporation Partnership Trust/estate single-member LLC

Limited liability company.Enter the tax classification (C=Ccorporation,S=Scorporation, P=partnership) ▶

Note. For asingle-member LLC that is disregarded, do not check LLC; check theappropriate box in the lineabove for the tax classification of thesingle-member owner.

Other (see instructions) ▶

4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Exempt payee code (if any)

Exemption from FATCA reporting

code (if any)

(Appliesto accountsmaintained outside theU.S.)

5 Address(number, street, and apt. or suite no.) Requester’s nameand address(optional)

6 City, state, and ZIPcode

7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN) Enter your TIN in theappropriate box.The TIN provided must match the name given on line 1 to avoid backup withholding.For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3.For other entities, it isyour employer

Socialsecurity number

–

–

identification number (EIN). If you do not havea number, see How togetaTIN on page 3. or

Note. If theaccount is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

Part II Certification

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or Iam waiting for a number to be issued to me); and

2. Iam not subject to backup withholding because: (a) Iam exempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that Iam subject to backup withholding asa result of a failure to report all interest or dividends, or (c) the IRShas notified me that Iam no longer subject to backup withholding; and

3. Iam a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that Iam exempt from FATCA reporting iscorrect.

Certification instructions.You must crossout item 2 above if you have been notified by the IRSthat you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return.For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required tosign the certification, but you must provide your correct TIN.See the instructions on page 3.

General Instructions Section references are to the Internal Revenue Code unlessotherwise noted.

Future developments. Information about developmentsaffecting Form W-9 (such as legislation enacted after we release it) isat www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRSmust obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return theamount paid to you, or other amount reportable on an information return.Examples of information returns include, but are not limited to, the following:

•Form 1099-INT (interest earned or paid)

•Form 1099-DIV (dividends, including those from stocks or mutual funds)

•Form 1099-MISC(various types of income, prizes, awards, or grossproceeds)

•Form 1099-B (stock or mutual fundsalesand certain other transactions by brokers)

•Form 1099-S(proceeds from real estate transactions)

•Form 1099-K (merchant card and third party network transactions)

•Form 1098(home mortgage interest), 1098-E(student loan interest), 1098-T (tuition)

•Form 1099-C(canceled debt)

•Form 1099-A(acquisition or abandonment of secured property)

Use Form W-9 only if you area U.S. person (including a resident alien), to provide your correct TIN.

If you do not returnFormW-9 to therequester withaTIN,you might besubject to backup withholding.SeeWhat isbackup withholding? on page 2.

Bysigning the filled-out form, you:

1. Certify that the TIN you are giving iscorrect (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you area U.S. exempt payee. If applicable, you arealso certifying that asa U.S. person, your allocableshare of any partnership income from a U.S. trade or businessis not subject to the withholding tax on foreign partners' share of effectively connected income, and

4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, iscorrect.SeeWhat isFATCAreporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Sign Here

Signature of

U.S. person ▶ Date ▶

Page 2 Form W-9 (Rev. 12-2014)

Note. If you area U.S. person and a requester givesyou a form other than Form W-9 to request your TIN, you must use the requester’s form if it issubstantially similar to this Form W-9.

Definition of a U.S. person.For federal tax purposes, you areconsidered a U.S. person if you are:

• An individual who isa U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulationssection 301.7701-7).

Special rules for partnerships.Partnerships that conduct a trade or businessin the United Statesare generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases whereaForm W-9 has not been received, the rules under section 1446 requirea partnership to presume that a partner isa foreign person, and pay the section 1446 withholding tax.Therefore, if you area U.S. person that isa partner in a partnership conducting a trade or businessin the United States, provide Form W-9 to the partnership to establish your U.S. statusand avoid section 1446 withholding on your share of partnership income.

In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. statusand avoiding withholding on itsallocableshare of net income from the partnership conducting a trade or businessin the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you area foreign person or the U.S. branch of a foreign bank that has elected to be treated asa U.S. person, do not use Form W-9. Instead, use theappropriate Form W-8 or Form 8233(see Publication 515, Withholding of Tax on Nonresident Aliens and ForeignEntities).

Nonresident alien who becomesa resident alien.Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income.However, most tax treaties contain a provision known asa “saving clause.” Exceptionsspecified in thesaving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you area U.S. resident alien who is relying on an exception contained in thesaving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach astatement to Form W-9 that specifies the following five items:

1. The treaty country.Generally, this must be thesame treaty under which you claimed exemption from taxasa nonresident alien.

2. The treaty articleaddressing the income.

3. Thearticle number (or location) in the tax treaty that contains thesaving clauseand its exceptions.

4. The typeand amount of income that qualifies for the exemption from tax.

5.Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allowsan exemption from tax for scholarship income received by aChinese student temporarily present in the United States. Under U.S. law, thisstudent will become a resident alien for tax purposes if his or herstay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to theU.S.-China treaty (dated April 30, 1984)allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. AChinesestudent who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or herscholarship or fellowship income would attach to Form W-9 astatement that includes theinformation described above tosupport that exemption.

If you area nonresident alien or a foreign entity, give the requester theappropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding?Persons making certain payments to you must under certain conditions withhold and pay to the IRS28% of such payments.This iscalled “backup withholding.” Payments that may besubject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators.Real estate transactionsare not subject to backup withholding.

You will not besubject to backup withholding on paymentsyou receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Paymentsyou receive will besubject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

3. The IRStells the requester that you furnished an incorrect TIN,

4. The IRStells you that you aresubject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and paymentsare exempt from backup withholding.SeeExempt payee code on page 3 and theseparate Instructions for theRequester of Form W-9 for more information.

AlsoseeSpecial rulesfor partnershipsabove.

What isFATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requiresa participating foreign financial institution to report all United Statesaccount holders that arespecified United States persons.Certain payees are exempt from FATCA reporting.SeeExemption from FATCAreportingcodeon page 3 and the Instructions for theRequester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to bean exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person.For example, you may need to provide updated information if you areaCcorporation that elects to bean Scorporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for theaccount; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unlessyour failure is due to reasonable causeand not to willful neglect.

Civil penalty for false information with respect to withholding. If you makea false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations maysubject you to criminal penalties including finesand/or imprisonment.

Misuse of TINs. If the requester discloses or usesTINs in violation of federal law, the requester may besubject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank.The name should match the name on your tax return.

If thisForm W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

a. Individual.Generally, enter the nameshown on your tax return. If you have changed your last name without informing theSocial Security Administration (SSA) of the name change, enter your first name, the last nameasshown on your social security card, and your new last name.

Note. ITIN applicant:Enter your individual nameas it wasentered on your Form W-7 application, line 1a.Thisshould also be thesameas the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

b. Sole proprietor orsingle-memberLLC.Enter your individual nameasshown on your 1040/1040A/1040EZ on line 1.You may enter your business, trade, or “doing businessas” (DBA) name on line 2.

c. Partnership,LLC that is not asingle-memberLLC,CCorporation, or S Corporation.Enter the entity's nameasshown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

d. Other entities.Enter your nameasshown on required U.S. federal tax documents on line 1.This nameshould match the nameshown on the charter or other legal document creating the entity.You may enter any business, trade, or DBA name on line 2.

e. Disregardedentity.For U.S. federal tax purposes, an entity that is disregarded as an entityseparate from its owner is treated asa “disregarded entity.” SeeRegulations section 301.7701-2(c)(2)(iii).Enter the owner's name on line 1.The name of the entity entered on line 1 should never bea disregarded entity.The name on line 1 should be the nameshown on the income tax return on which the income should be reported.For example, if a foreign LLC that is treated asa disregarded entity for U.S. federal tax purposes hasasingle owner that isa U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity isalso a disregarded entity, enter the first owner that is not disregarded for federal tax purposes.Enter the disregarded entity's name on line 2, “Businessname/disregarded entity name.” If the owner of the disregarded entity isa foreign person, the owner must complete an appropriate Form W-8 instead of aForm W-9. This is the case even if the foreign person hasa U.S.TIN.

Page 3 Form W-9 (Rev. 12-2014)

Line 2

If you havea businessname, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check theappropriate box in line 3 for the U.S. federal tax classification of the person whose name isentered on line 1.Check only one box in line 3.

Limited LiabilityCompany (LLC). If the name on line 1 isan LLC treated asa partnership for U.S. federal tax purposes, check the “Limited Liability Company” boxand enter “P” in thespace provided. If the LLC has filed Form 8832 or 2553 to be taxed asacorporation, check the “Limited Liability Company” boxand in thespace provided enter “C” for C corporation or “S” forScorporation. If it isa single-member LLC that isa disregarded entity, do not check the “Limited Liability Company” box; instead check the first box in line 3 “Individual/sole proprietor or single-member LLC.”

Line 4,Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriatespace in line 4 any code(s) that may apply to you.

Exempt payeecode.

• Generally, individuals(includingsole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys' fees or grossproceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding.Enter theappropriate code in thespace in line 4.

1—An organization exempt from tax under section 501(a), any IRA, or acustodial account under section 403(b)(7) if theaccount satisfies the requirements of section 401(f) (2)

2—The United States or any of itsagencies or instrumentalities

3—Astate, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

4—A foreign government or any of its political subdivisions, agencies, or instrumentalities

5—A corporation

6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

7—A futures commission merchant registered with the Commodity FuturesTrading Commission

8—A real estate investment trust

9—An entity registered at all times during the tax year under the Investment Company Act of 1940

10—A common trust fund operated by a bank under section 584(a) 11—

A financial institution

12—A middleman known in the investment community asa nominee or custodian

13—A trust exempt from tax under section 664 or described in section 4947

The following chart shows types of payments that may be exempt from backup withholding.The chart applies to the exempt payees listed above, 1 through 13.

IF the payment isfor . . . THEN the payment isexempt for . . .

Interest and dividend payments All exempt payees except for 7

Broker transactions Exempt payees 1 through 4 and 6 through 11 and all Ccorporations.Scorporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.

Barter exchange transactionsand patronage dividends

Exempt payees 1 through 4

Payments over $600 required to be reported

and direct sales over $5,0001

Generally, exempt payees

1 through 52

Payments made in settlement of payment card or third party network transactions

Exempt payees 1 through 4

1See Form 1099-MISC, Miscellaneous Income, and its instructions.

2 However, the following payments made to acorporation and reportable on Form 1099-

MISCare not exempt from backup withholding: medical and health care payments,

attorneys' fees, grossproceeds paid to an attorney reportable under section 6045(f),

and payments for services paid by a federal executive agency.

Exemption from FATCA reportingcode.The following codes identify payees that are exempt from reporting under FATCA.These codes apply to personssubmitting this form for accounts maintained outside of the United States by certain foreign financial institutions.Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank.Consult with the person requesting this form if you are uncertain if the financial institution issubject to these requirements. A requester may indicate that acode is not required by providing you with aForm W-9 with “Not Applicable” (or anysimilar indication) written or printed on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

B—The United States or any of itsagencies or instrumentalities

C—Astate, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

D—A corporation thestock of which is regularly traded on one or more established securities markets, as described in Regulationssection 1.1472-1(c)(1)(i)

E—A corporation that isa member of thesame expanded affiliated group asa corporation described in Regulationssection 1.1472-1(c)(1)(i)

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered assuch under the laws of the United States or anystate

G—A real estate investment trust

H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

I—A common trust fund as defined in section 584(a) J—

A bank as defined in section 581

K—A broker

L—A trust exempt from tax under section 664 or described in section 4947(a)(1)

M—A tax exempt trust under asection 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address(number, street, and apartment or suite number).This is where the requester of thisForm W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIPcode.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you area resident alien and you do not have and are not eligible to get an SSN,your TIN isyour IRSindividual taxpayer identification number (ITIN).Enter it in thesocial security number box. If you do not havean ITIN, see How togetaTIN below.

If you areasole proprietor and you havean EIN, you may enter either yourSSN orEIN. However, the IRSprefers that you use yourSSN.

If you areasingle-member LLC that is disregarded asan entityseparate from its owner (see LimitedLiabilityCompany (LLC) on this page), enter the owner’sSSN (orEIN, if the owner has one). Do not enter the disregarded entity’sEIN. If the LLC isclassified asa corporation or partnership, enter the entity’sEIN.

Note.See the chart on page 4 for further clarification of nameand TINcombinations.

How to get a TIN. If you do not haveaTIN, apply for one immediately.To apply for an SSN, get Form SS-5, Application for aSocial Security Card, from your local SSA office or get this form online at www.ssa.gov.You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRSIndividual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application forEmployer Identification Number, to apply for an EIN.You can apply for an EIN online by accessing the IRSwebsite at www.irs.gov/businessesand clicking on Employer Identification Number (EIN) under Starting aBusiness.You can get FormsW-7and SS-4 from the IRSby visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you areasked to complete Form W-9 but do not haveaTIN, apply for aTINand write “Applied For” in thespace for the TIN, sign and date the form, and give it to the requester.For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get aTINand give it to the requester before you aresubject to backup withholding on payments.The 60-day rule does not apply to other types of payments.You will besubject to backup withholding on all such payments until you provide your TIN to the requester.

Note.Entering “Applied For” means that you havealready applied for aTIN or that you intend to apply for one soon.

Caution:AdisregardedU.S.entity that hasa foreign owner must usetheappropriateForm W-8.

Page 4 Form W-9 (Rev. 12-2014)

Part II.Certification

To establish to the withholding agent that you area U.S. person, or resident alien, sign Form W-9.You may be requested tosign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

For a joint account, only the person whose TIN isshown in Part Ishould sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payeecode earlier.

Signature requirements.Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend,and barter exchangeaccountsopenedbefore 1984 and broker accountsconsidered active during 1983.You must give your correct TIN, but you do not have tosign the certification.

2. Interest, dividend,broker, and barter exchangeaccountsopenedafter 1983 and broker accountsconsidered inactive during 1983.You must sign the certification or backup withholding will apply. If you aresubject to backup withholding and you are merely providing your correct TIN to the requester, you must crossout item 2 in the certification before signing the form.

3. Real estate transactions.You must sign the certification.You may crossout item 2 of the certification.

4. Other payments.You must give your correct TIN, but you do not have tosign the certification unlessyou have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or businessfor rents, royalties, goods(other than bills for merchandise), medical and health careservices(including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew membersand fishermen, and gross proceeds paid to attorneys(including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment ofsecured property, cancellation of debt, qualified tuition program payments (undersection 529), IRA,CoverdellESA, Archer MSAor HSAcontributionsor distributions, and pension distributions.You must give your correct TIN, but you do not have tosign the certification.

What Name and Number To Give theRequester

3

You must show your individual nameand you may also enter your businessor DBA name on the “Businessname/disregarded entity” name line.You may use either yourSSN orEIN (if you have one),

but the IRSencourages you to use yourSSN. 4

List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in theaccount title.) Alsosee

Special rulesfor partnerships on page 2. *Note. Grantor also must provide aForm W-9 to trustee of trust.

Note. If no name iscircled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your TaxRecords from Identity Theft

Identity theft occurs when someone usesyour personal informationsuch asyour name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use yourSSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

•Protect yourSSN,

•Ensure your employer is protecting yourSSN, and

•Be careful when choosing a tax preparer.

If your tax records areaffected by identity theft and you receive a notice from the IRS, respond right away to the nameand phone number printed on the IRSnotice or letter.

If your tax records are not currently affected by identity theft but you think you areat risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRSIdentity Theft Hotlineat 1-800-908-4490or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or asystem problem, or areseeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer AdvocateService (TAS) assistance.You can reach TASby calling the TAStoll-free case intake lineat 1-877-777-4778or TTY/TDD 1-800-829-4059.

Protect yourself fromsuspiciousemailsor phishingschemes. Phishing is the creation and use of email and websites designed to mimic legitimate businessemails and websites.The most common act issending an email to a user falsely claiming to be an established legitimate enterprise in an attempt toscam the user intosurrendering private information that will be used for identity theft.

The IRSdoes not initiate contacts with taxpayers viaemails. Also, the IRSdoes not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similarsecret accessinformation for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov.You may also report misuse of the IRSname, logo, or other IRSproperty to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484.You can forward suspiciousemails to the Federal Trade Commission at:spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT(1-877-438-4338).

Visit IRS.gov to learn moreabout identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requiresyou to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRSto report interest, dividends, or certain other income paid to you; mortgage interest you paid; theacquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA.The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information.Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws.The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not giveaTIN to the payer.Certain penalties may also apply for providing false or fraudulent information.

1

List first and circle the name of the person whose number you furnish. If only one person on a joint account hasan SSN, that person’s number must be furnished.

2

Circle the minor’s nameand furnish the minor’sSSN.

For thistype of account: Give name andSSN of:

1. Individual

2. Two or more individuals(joint account)

3. Custodian account of a minor (Uniform Gift to Minors Act)

4. a.The usual revocable savings trust (grantor isalso trustee) b.So-called trust account that is not a legal or valid trust under state law

5. Sole proprietorship or disregarded entity owned by an individual

6. Grantor trust filing under Optional Form 1099Filing Method 1 (seeRegulations section 1.671-4(b)(2)(i)(A))

The individual

Theactual owner of theaccount or, if combined funds, the first

1

individual on theaccount 2

The minor

1

The grantor-trustee

1

Theactual owner

3

The owner

The grantor*

For thistype of account: Give name andEIN of:

7. Disregarded entity not owned by an individual

8. A valid trust, estate, or pension trust

9. Corporation or LLCelecting corporate status on Form 8832 or Form 2553

10. Association, club, religious, charitable, educational, or other tax-exempt organization

11. Partnership or multi-member LLC

12. A broker or registered nominee

13. Account with the Department of Agriculture in the name of a public entity (such asastate or local government, school district, or prison) that receives agricultural program payments

14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099Filing Method 2 (seeRegulations section 1.671-4(b)(2)(i)(B))

The owner

4

Legal entity

The corporation

The organization

The partnership

The broker or nominee

The public entity

The trust