BROKER - CARRIER AGREEMENT

This Carrier Agreement(including all terms and conditions incorporated by reference, the "Agreement") is between BacklotCars, Inc., (“Broker”) a Delaware corporation with offices at 1100 Main St.STE 1500, Kansas City, MO 64105 and the undersigned entity (the "Carrier").This Agreement is effective as of the date signed and accepted by BacklotCars, Inc.as indicated on the signature page of this Agreement(the "Effective Date").

WHEREAS, Broker is duly licensed as a property broker to arrange for the transportation of property by motor carrier under permit MC - 105562 - B issued by the Federal Motor Carrier Safety Administration("FMCSA").

WHEREAS, Carrier is a duly licensed motor carrier which has been issued an operating authority by the FMCSA that authorizes Carrier to provide transportation service for the shipments tendered to it by Broker.

NOW, THEREFORE, intending to be legally bound, the parties enter into this Agreement in accordance with 49 U.S.C. §14101(b)(1) and expressly waive any and all rights and remedies that each may have under 49 U.S.C. § 13101 through §14914 that are contrary to the specific provisions of this Agreement and agree as follows:

1. Description of Services: During the term of this Agreement, Broker agrees to tender to Carrier, and Carrier agrees to accept from Broker, from time - to - time, shipments consisting of automotive freight for transport between points within the United States.Carrier will, using due care, pick - up, as and when requested, transport in a timely manner, and deliver in good order and condition, the shipments which are tendered by Broker to Carrier, in accordance with the terms set forth in this Agreement("Services").

Every shipment tendered to Carrier by Broker on or after the date of this Agreement will be deemed to be a tender to Carrier as a motor contract carrier and will be subject to the terms of this Agreement; Broker's Terms and Conditions, to the extent applicable which are posted online at (www.backlotcars.com); and applicable law. In the event of a conflict between the terms and provisions of this Agreement and the Broker's Terms and Conditions, the terms and provisions of this Agreement shall control.In the event this Agreement is silent on a particular subject, the provisions of Broker's Terms and Conditions, if applicable, shall control.

2. Non - Exclusive; No Minimum Volume: It is understood and agreed between the parties hereto that this is a non - exclusive agreement and that Carrier shall be free to accept freight for transportation other than from Broker and that Broker shall be free to tender freight for transportation to companies other than Carrier.This Agreement does not obligate Broker to tender any minimum volume of cargo to Carrier.

3. Carrier’s Operating Authority: Carrier represents and warrants that it is fully authorized to lawfully provide the Services covered by this Agreement in all the jurisdictions covered by this Agreement, as a contract carrier of automotive freight for interstate and intrastate transport in the United States.Carrier further represents and warrants that a true, correct and complete copy of the required local, state, and federal operating licenses, permits and certificates of Carrier as of the date of this Agreement necessary to provide the Services shall be submitted to Broker upon execution of the Agreement.Carrier will obtain and keep in good standing during the term of this Agreement all local, state, and federal permits, licenses and registration requirements and pay any governmental charges necessary to allow the Carrier to provide the Services set forth in this Agreement.

4. Carrier’s Legal and Regulatory Compliance: Carrier represents and warrants that it has complied, and will comply with all federal, state, and local laws, codes, regulations, rules and orders applicable to the performance of the Services hereunder.The parties acknowledge that in the event the failure of Carrier to comply with or conform to provisions or orders of regulatory agencies having jurisdiction over this Agreement or the Services, results in different or additional charges for the Services, Carrier will be responsible for indemnifying Broker from such charges by paying Broker liquidated damages equal to any additional charges required to be paid, and any costs or attorneys’ fees incurred by Broker in connection therewith.

5. Carrier’s Operating Responsibilities: Carrier will be responsible for procuring and the operation of the vehicles it uses and the employment, training, supervision and control of the drivers and any helpers. Carrier will be responsible for safe and lawful operation of the vehicles used in the performance of the Services and will assume all costs, expenses, and liabilities incident to or arising out of furnishing, maintaining, repairing, or operating motor vehicles and other equipment, labor, fuel, supplies, and insurance.Carrier will notify Broker promptly by telephone of any accident, theft or other occurrence that impairs the safety of or delays the delivery of Broker’s customer's goods.

Carrier will at all times during the term of this Agreement, maintain the highest safety rating established by the United States, and if applicable, state, province or territory through which Broker’s cargo will be transported, which, for purposes of this Agreement, shall mean the safety rating system established by the Federal Motor Carrier Safety Administration("FMCSA").Carrier further warrants that it holds and shall maintain during the term of this Agreement, at minimum, a "satisfactory" or "unrelated" safety rating, or a substantially equivalent rating under the Carrier Safety Management System, implemented under the FMCSA Compliance, Safety, Accountability("CSA") program, with respect to Carrier’s operations in the United States. Carrier agrees to notify Broker immediately if the safety ratings changes, or if it is found by any governing authority to have violated any law or regulation related to safety or insurance coverage.

6. Receipts: Carrier agrees to provide evidence of pickup in the form designated by Broker indicating the quantity of vehicles picked up and a description of each vehicle, including its condition.The evidence of pickup must include the legible name and signature of a representative of the pickup location.Carrier further agrees to provide, within twenty - four(24) hours of delivery, evidence of delivery in the form designated by Broker, indicating the quantity of vehicles delivered and a description of each vehicle and its condition.Such evidence of delivery must be acknowledged by the recipient of the shipment and include the recipient’s legible name and signature.The requirement of a legible name and signature on pickup and delivery documents applies regardless of whether the documents are in paper or electronic form.

Any and all damage claims resulting from or involving incomplete condition reports or bills of lading (including, but not limited to, electronic versions of such documents) will be the sole responsibility of Carrier, and any loss or damage to a shipment with respect to which Carrier fails to obtain completed bills of lading or condition reports will be deemed to have occurred during transit by the Carrier.

In no event will any tariff, terms or conditions(including those on the bill of lading), service guide, or other documentation maintained or issued by the Carrier apply to the Services, whether such Services are provided to Broker or its customer.

7. No Substituted Services and Diversion / Reconsignment: Effective upon acceptance of a shipment from Broker for the Broker’s customer’s account, Carrier shall perform the transportation services itself and shall not re - broker, co - broker, assign, interline, subcontract or transfer the transportation of the shipment to another entity(collectively, "Substituted Services").

If Substituted Services of any type are used once Carrier has accepted the tender of the shipment from the Broker, any provision in this Agreement related to a limitation of liability for cargo damage, shortage / loss or delay shall be void and Carrier(i) will be liable to Broker’s customer for any loss, damage or delay to Broker’s customer’s goods incurred during transportation services based on the “Cargo Loss and Damage” described in Section 10 below and(ii) shall indemnify Broker as to any such loss, damage, or delay on the same basis.

Carrier shall not have any right to, in any way, negate, eliminate, circumvent or alleviate Carrier’s liability to Broker or Broker’s customer which may be inconsistent with the provisions of this Agreement. Carrier will not allow the diversion or reconsignment of any shipment except upon written instructions by Broker or Broker’s customer.Carrier will not accept instructions for diversion or reconsignment of any consignee or third party without the written consent of Broker or Broker’s customer.

8. Fee Rate: Broker shall pay to Carrier the fee rate per Vehicle Load(“Fees”) as set out in the rate form sent to Carrier.The Fees will be the sole compensation for which Broker is responsible to Carrier for any Services.Carrier shall not be entitled to any additional compensation for the performance of the Services hereunder, except as expressly authorized in writing by Broker.Carrier shall not charge, or accept from the Shipper, Receiver or any other person or business entity additional fees or expenses for the Services, unless expressly authorized by Broker.

9. Payment: Carrier shall submit to Broker an invoice for each shipment no later than twenty - four(24) hours after delivery.

Broker shall pay, via ACH or other payment method common in the transportation industry, all complete and undisputed amounts set forth in each Carrier invoice in full within thirty(30) days from the date of Broker’s receipt of the invoice.

In the event Carrier notifies BacklotCars in writing that Carrier elects the express payment term option described below, BacklotCars shall pay the complete and undisputed amounts set forth in each Carrier invoice in full within one(1) business day from the date of BacklotCars receipt of the invoice, provided that Carrier agrees and acknowledges that, in recognition of such early payment: (i) the amount paid under the invoice shall be reduced by three percent(3 %) of the total invoiced amount; (ii) deliveries shall be completed and invoices submitted to BacklotCars on or before 3 pm CST on the day of delivery; (iii) deliveries and invoices submitted after 3 pm CST on the day of delivery shall be posted on the next business day(example Saturday delivery will be posted to Carrier’s account on Tuesday); and (iv) originating financial institutions and receiving depositor financial institution policy may restrict Carrier’s access to next day funds.

Broker may withhold any payment of any invoice in whole or in part to protect itself from(i) Services not performed in accordance with the terms of this Agreement; (ii) claims or potential claims(including, but not limited to, cargo loss and damage described in Section 10 below) arising from or related to Carrier’s performance of the Services; or(iii) fraud, overbilling or overpayment discovered upon audit overpayment with respect to the Services.

In the event Carrier owes any amounts to Broker with respect to a previous shipment(including damages subject to indemnification under this Agreement), Broker may offset such amounts against any fees or other amounts payable to Carrier.If Broker remits payment to Carrier without receiving an invoice from Carrier, Carrier acknowledges and agrees that the payment received from Broker is correct unless Carrier disputes the amount of such payment within sixty(60) days of issuance.

Broker shall have no responsibility for payment of invoices for a shipment that was dispatched ninety(90) or more days prior to Broker’s receipt of the invoice.In no event will Carrier seek payment of any amounts due or alleged to be due under this Agreement from any third party including, but not limited to, any provider or customer of Broker.Carrier shall have no lien on any vehicles or other cargo transported hereunder.

10. Cargo Loss and Damage: Carrier hereby undertakes the full liabilities and obligations of a “carrier” under the Carmack Amendment(49 U.S.C. § 14706, as the same may be amended from time to time, the “Carmack Amendment”), with respect to any and all loss or damage to any cargo tendered by Broker or its customers pursuant to this Agreement, without regard to whether the Carmack Amendment would otherwise apply to Carrier.Such liabilities and obligations shall be in addition to, and not in limitation of, those set forth in this Agreement.

Carrier hereby expressly waives any right to claim any exemption or exclusion from the Carmack Amendment with respect to any liability for loss or damage to any cargo tendered pursuant to this Agreement and expressly waives the provisions of the NMFTA Uniform Straight Bill of Lading, where applicable, to the extent that those provisions conflict with the Carmack Amendment.

Carrier is responsible for the full value of any vehicle that Broker, in its sole discretion, determines to be: (a) non - repairable, (b) affected by structural damage of any kind or degree, or(c) lost, stolen, or otherwise unaccounted for and not recovered within seven(7) days.The amount of Carrier’s liability under this Section shall be determined by Broker in its sole discretion but shall not in any event exceed the applicable NADA Guides Clean Retail Value.No limitation of liability will apply to Carrier’s liability under this provision.All claims will be processed in accordance with 49 C.F.R.Part 370, except that Carrier will pay, deny or otherwise settle all claims within forty - five(45) days of the date of the claim. Carrier waives any right to salvage goods, as well as any right to claim entitlement offset salvage value.

11. Relationship of Parties: Carrier will perform the Services as an independent contractor and neither its employees nor agents will be deemed to be employees or agents of Broker.No authority has been conferred upon Carrier, by Broker, to hire any persons on behalf of Broker and Carrier will assume full responsibility for selecting, engaging and discharging its employees, agents, servants or helpers and for otherwise directing and controlling their services.Carrier will assume full responsibility for complying with all applicable laws and regulations for the benefit of its employees and under no circumstances will Broker be liable for the debts or obligations of Carrier for the wages, salaries, or benefits of Carrier’s employees.

12. Term: The term of this Agreement shall be for a period of one(1) year from the Effective Date set forth below and shall automatically renew for additional one(1) year periods, unless terminated pursuant to Section 13 below.

13. Termination: If either party refuses or fails to perform any duty or obligation under this Agreement, fails to comply with applicable laws or regulations, suffers impairment of its financial responsibility, or otherwise defaults in any way, the non - defaulting party will have the option, without prejudice to any other right or remedy, to terminate this Agreement upon three(3) business days’ advance written notice. Otherwise, either party may terminate this Agreement at any time without cause, by giving thirty(30) days prior written notice to the other party.

14. Insurance: Carrier shall procure and maintain at all times while this Agreement is in effect, at the sole cost and expense of Carrier the following minimum insurance(or such greater amounts as required by law):

Auto Liability Insurance covering the operations of Carrier in the amount of not less than $1, 000, 000 combined single limit for bodily injury and property damage per accident.Such insurance shall cover any motor vehicle operated in the provision of Services hereunder, including, but not limited to, any vehicle being loaded to or unloaded from any conveyance under the Services, and Broker shall be included as a certificate holder on policies of insurance.

Motor Truck Cargo Liability / “On Hook” Liability Insurance covering damage or loss to vehicles or salvage vehicles, as the case may be, during loading, unloading and during transportation.The limit of liability for such insurance shall be at least the amount required by the list below(based on the size of the largest transport vehicles used in performance of the Services by Carrier) per occurrence.Such insurance shall have no exclusion or condition reasonably likely to result in denial of claims under this Agreement including, but not limited to, those related to fraud, theft or dishonesty.




Workers' Compensation insurance or analogous insurance coverage shall be consistent with applicable state or provincial Laws.

All insurance policies shall be with a reputable and financially responsible insurance company acceptable to Broker.

All policies subject to Agreement shall waive any rights of subrogation and include an endorsement that such coverage shall be primary and non - contributory to any other insurance obtained by Broker, Shipper, Receiver and / or owner(s) of the Vehicle Load.The purchase of insurance coverage or the furnishing of the certificates or other evidence of coverage shall not be deemed to satisfy Carrier's liability hereunder or in any way modify Carrier's obligation to indemnify Broker, nor shall merely furnishing certificates or other evidences of coverage in and of itself satisfy the obligation to obtain and maintain said insurance coverage.

Upon execution of this Agreement, Carrier shall immediately provide to Broker certificates endorsed by an authorized representative of Carrier's insurance company evidencing that: (i) the insurance required hereunder is in full force and effect; (ii) such insurance will not be canceled, reduced or otherwise altered in the amount or scope of coverage without giving Broker at least thirty (30) days prior written notice; (iii) naming Broker as certificate holder, additional insured and/or loss payee as applicable; and, (iv) in respect of Carrier's Cargo insurance, the amount of any deductible.Carrier will provide copies of policies to Broker upon request.

15. Indemnification: Carrier shall defend, indemnify and hold Broker, the Shipper, the Receiver, and their employees, subsidiaries, affiliates, officers, directors, consultants, representatives, agents, successors, assigns, harmless from and against any and all claims, damages, losses, liabilities, fines, penalties, costs and expenses, including, without limitation, reasonable attorney's fees, arising out of, on account of or resulting from, directly or indirectly: (i) any damage or injury to property arising out of or in connection with Carrier's performance of the Services; (ii) the breach or nonperformance by Carrier of any of the terms or conditions of this Agreement; (iii) Carrier's failure to comply with any applicable Law; (iv) injury to persons (including injury resulting in death); (v) any negligent, reckless or intentional acts or omissions of Carrier, its employees or agents in the performance of the Services; and (vi) any claim or allegation of a third party related to Carrier's acts or omissions or those of Carrier's officers, directors, employees, subcontractors, consultants, representatives or agents in connection with the Services or in connection with Carrier's obligations hereunder(collectively, "Claims"). Carrier will promptly notify Broker of any Claims and cooperate in good faith with Broker to resolve any such Claims.

16. Confidentiality: Except to the extent required by law, neither Party shall disclose to third parties (other than to freight bill auditors, prospective capital providers, and outside professionals, if such parties agree to similar confidentiality terms) either the terms of this Agreement or any confidential or proprietary information either Party learns about the other in the course of performing Services under this Agreement, including but not limited to software, business methods, customer lists, or the rates, valuation, origin, destination and consignee identity for any shipment within the scope of the Services.

17. Non - Solicitation of Customers: Carrier shall not, during the Term and for a period of twelve(12) months thereafter, solicit or accept automotive freight transportation business, directly or indirectly, from any shipper, consignor, consignee, receiver or any other third party of Broker for which Broker orders Services from Carrier under this Agreement, unless Carrier previously performed automotive freight transportation services for such party prior to the Effective Date.In the event of a breach of this Section by Carrier, Broker shall be entitled to injunctive relief prohibiting such breach and, in addition, as liquidated damages and not as a penalty, a sum equal to twenty percent(20 %) of the gross revenue resulting from transportation services provided to such customer in violation of this Section.Carrier agrees to provide any and all documentation requested by Broker to verify such revenue.

18. Force Majeure: The obligation of Carrier to furnish and of Broker to use the Services provided for in this Agreement will be suspended temporarily during the period in which either party is prevented from performing due to fire, flood, strikes, lockout, epidemic, accident, regulatory action or other causes beyond its reasonable control.The party experiencing force majeure will notify the other party promptly and take all reasonable steps to eliminate the interruption and resume normal operations as soon as possible.

19. Severability: If any phrase, clause, sentence, term or other provision herein will be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect.If any provision is held invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

20. Modification: This Agreement may not be modified except in writing signed by both parties.

21. Waiver: The waiver of a breach of any term or condition of this Agreement will not constitute the waiver of any other breach of the same or any other term.

22. Survival: Any terms of this Agreement, which by their nature extend beyond the expiration, termination, or cancellation of this Agreement shall remain in full force and effect until fulfilled and / or performed and shall inure to the benefit of and be binding upon Carrier and Broker and their respective successors and assigns.

23. Entire Agreement: This Agreement, together with any Appendices hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements.

24. Governing Law: This Agreement is to be construed according to federal law governing transportation and the laws of the State of Missouri and the parties hereby stipulate the exclusive jurisdiction of the courts situated in Jackson County, Missouri, or the Federal Court for the Western District of Missouri.

25. Assignment of Agreement: Carrier may not assign its rights or obligations under this agreement in whole or in part without the prior written consent of Broker, and any attempted assignment in violation of this provision shall be without force or effect.Broker may assign its rights and obligations under this Agreement in whole or in part at any time without restriction.

26. Notices: Unless otherwise provided, notices required under this Agreement must be in writing and delivered by(i) registered or certified U.S.Mail, return receipt requested, (ii) hand delivered, (iii) facsimile with receipt of "Transmission OK" acknowledgement, or(iv) delivery by a reputable overnight carrier service(in the case of delivery by facsimile, the notice will be followed by a copy of the notice delivered as provided in (i)(ii) or(iv)).The notice will be deemed given on the day the notice is received.In the case of notice by facsimile, the notice is deemed received at the local time of the receiving machine, and if not received, then the date the follow - up copy is received.Notices must be delivered to the following addresses or at such other addresses as may be later designated by notice:

To Carrier:
Attn:
Facsimile:

To Broker:
BacklotCars, Inc.
1100 Main Street, Suite 1500
Kansas City, MO 64105
Attn: Legal Department

27. Counterparts: This Agreement may be executed in one or more counterparts, each of which is an original but all of which together will constitute one and the same agreement.

28. Incorporation by Reference: BacklotCars’ Transportation Terms and Conditions and any exhibits attached hereto are hereby incorporated into this Agreement and made a part hereof.In the event of a conflict between the terms and provisions of the BacklotCars Broker - Carrier Agreement and the BacklotCars' Terms and Conditions, the terms and provisions of the Broker-Carrier Agreement shall control.

29. Attorney’s Fees: In the event of a breach of this Agreement by either party, the breaching party shall pay all attorney’s fees and court costs incurred by the non - breaching party with respect to such breach whether or not suit is instituted.

IN WITNESS WHEREOF, this Agreement is executed by authorized representatives of the parties, effective as of the date set forth above.