TRANSPORTATION INDEPENDENT CONTRACTOR AGREEMENT

This Transportation Independent Contractor Agreement(“TICA” or “Agreement”) dated Date , (“Effective Date”), is made and entered into by and between New Age Express INC, a Ohio corporation, with its principal office located at 1715 INDIAN WOOD CIR STE 200 TOLEDO, OH 43537 hereinafter referred to as “Company,” and
Full Name

I

R E C I T A L S

A.
WHEREAS, Company is a motor carrier duly licensed to engage
in the transportation of property for hire
in interstate and intrastate commerce for its own customers (“Customers“) and, in the conduct of such business, desires to contract for the performance
of Independent Contractor’s services, as described herein, as an independent contractor, and not an agent or employee
of Company. For these purposes, Company holds operating authority from the Federal Motor Carrier Safety
Administration (“FMCSA”), an agency within the U.S. Department of
Transportation (“DOT“), issued
in MC No. and, as well,  a
Motor Carrier Permit  (“MCP”) issued by the Ohio Department of Motor Vehicle (“DMV”) in OH No.    .

B.
WHEREAS, Independent Contractor is a motor carrier duly licensed to engage in the transportation of property for
hire in interstate and intrastate commerce that provides pick-up, delivery and
transportation services and owns,
leases, controls and/or otherwise has access to motor vehicle and other
equipment and accessories as are necessary
to conduct its own business and as an Independent Contractor holds the following
operating authorities: from the FMCSA,
an agency within the DOT, issued
in MC No.  and, as well,
a MCP issued by the Ohio DMV in OH No.                                                (collectively, the “Operating Authorities“); and,

C.
WHEREAS, the parties agree to enter into this TICA, whereby Independent
Contractor, in the scope and course
of its own carrier business,
as a separate enterprise, and independent entrepreneur, agrees to provide
the services described
herein (the “TICA Service” or “TICA Services”)
to Company using and operating
under Independent Contractor’s Operating Authorities.

NOW,
THEREFORE, in consideration of the foregoing premises and of the
mutual promises and covenants contained herein,
the sufficiency of which each party hereby acknowledges to the other,
the parties agree as follows:

II

A G R E E M E N T

1.
DESCRIPTION OF SERVICES

Independent Contractor agrees at all times during the term of this TICA
to provide the TICA Services on shipments
(“Shipments”)
accepted by Independent Contractor consistent with those operations generally
performed by Independent Contractor in the scope
and course of its own motor carrier
enterprise, including, but not limited
to, the pick-up and delivery of Shipments hereunder. Independent
Contractor hereby warrants and represents that it is fully familiar
with the motor carrier enterprise services to be provided and the industry
conditions under which the work is to be performed hereunder.

Independent Contractor hereby warrants, represents and expressly understands and agrees at all times during the term of this TICA to perform
any and all services under this TICA under the Operating Authorities issued to

Independent
Contractor, and shall not, under any circumstances, use the Company’s operating
authority for any purpose, without prior written approval by the Company.
Independent Contractor shall be solely responsible and liable for all claims, loss, or damage occurring
while Independent Contractor transports Shipments under Company’s operating
authority in violation of this provision, and Independent Contractor will hold harmless, indemnify, and defend
Company against any claims,
loss or damage on account thereof.

2.
EQUIPMENT AND SERVICES PROVIDED
BY INDEPENDENT CONTRACTOR TO COMPANY.

2.1
Independent Contractor acknowledges that Company
is under contract
with Company’s own Customers,
who may have distribution requirements which Company is contractually obligated
to meet and satisfy. Independent
Contractor has been made aware of and agrees to attempt, in its best judgment,
and within the scope of TICA
Services, to provide the TICA Services in a manner best suited in the
discretion of the Independent Contractor to
meet the needs of Customers, without in any way changing Independent
Contractor’s status as an independent contractor.

2.2
For purposes of its own
business, Independent Contractor hereunder agrees to provide to Company the equipment (“Equipment”) operated by Independent Contractor as more
specifically described in the Equipment Identification, attached
hereto as Schedule
A, and by this reference made a part hereof, along
with all necessary labor and materials,
to transport, load and unload on behalf of Company such Shipments as Company
may make available to and which Independent Contractor accepts to transport from time-to-time.

2.3
Schedule A shall apply as to
Independent Contractor’s acceptance of each Shipment hereunder. Independent Contractor maintains the right
and ability, in its sole discretion, to: (1) accept or decline any Shipment offered hereunder; (2) work at the times
and during the periods which Independent Contractor alone chooses, as appropriate for its own business; and, (3)
use Independent Contractor’s own independent judgment in planning the manner and means by which any Shipment
accepted by Independent Contractor from Company is picked-up and delivered
by Independent Contractor.

2.4
Independent Contractor is not
required to purchase or rent any products, equipment or services from Company as a condition of entering into
and performing the TICA Services. From time-to-time, Company may make available
to Independent Contractor the option to purchase products
obtainable through Company,
which Independent Contractor may elect in its own
discretion to purchase or obtain for its own independent business enterprise.
If Independent Contractor chooses to purchase
or otherwise utilize
any such service
or products, as Company may elect to
offer to any independent contractor under agreement with Company,
Independent Contractor’s voluntary election to
do so shall be set forth in writing in a form the parties may elect to
use for such purposes, which shall be incorporated in and by this reference is made a part of this TICA, and
which shall provide, in part, an acknowledgment that Independent Contractor has voluntarily elected to purchase any
such product or service and agrees to pay for same by authorized deductions from any settlement payment (“Settlement Payment“) due to Independent Contractor hereunder. For purposes of this Section
2.4, Independent Contractor may elect to participate at its own expense in either or both of the yard fuel or Card
lock Fueling Plan offered by Company. At
the request of Independent Contractor,
and by separate agreement between the parties, Company may elect to provide
advances against any current
Settlement Payment otherwise due to Independent Contractor. In addition,
Company may elect, in its sole discretion,
to make available for an amount agreed upon by the parties, a limited license
for access to parking provided by Company, in accordance with a separate agreement with Independent Contractor.

2.5
During the term of this TICA,
when Independent Contractor is providing TICA Services to Company, Independent Contractor shall use identification
devices (“Placards”) identifying
Operating Authorities issued to Independent
Contractor only on the Equipment used to transport each shipment hereunder.
Independent Contractor shall not,
under any circumstances, use the Company’s operating authority for any purpose
during the term of this TICA, without
prior written approval by Company. Independent Contractor additionally agrees
to place a copy of this TICA in each unit of Equipment provided by
Independent Contractor, as required by 49 CFR Section 376.12(l), and to maintain same in the Equipment until this TICA is terminated.

2.6
Independent Contractor, and/or Independent
Contractor’s employees, agents and servants,
if any, shall be responsible for full compliance with all applicable federal, state and municipal rules and regulations relating to

Independent
Contractor’s own business, as well as to the operation
and maintenance of the Equipment, and timely documentation and notification of accidents
related to any TICA Services,
as required by law and this TICA.

3.
OPERATION OF EQUIPMENT.

3.1
In the course and scope of
Independent Contractor’s own business, and consistent with applicable state and federal
regulations, Independent Contractor shall provide
Equipment for each Shipment transported hereunder and shall assume complete responsibility for the
operation of the Equipment pursuant to, for example, 49 CFR Section 376.12(c)(1), without, in any
manner, changing the Independent Contractor relationship between
Company and Independent Contractor.
Independent Contractor represents and warrants that Independent
Contractor and its employees are
individually and jointly responsible for complying with all applicable laws,
rules, ordinances and other
requirements imposed by federal and state agencies, including, without
limitation, the FMCSA, DMV and the Highway
Patrol, any county or municipal government authority relating to, TICA Services
hereunder and as to the fitness and
competency of, those persons
operating the Equipment, as well as
ownership, licensing, insuring, maintaining, repairing and preparation of the Equipment provided hereunder by Independent Contractor.

3.2
During the term of this TICA, and with respect to each Shipment
accepted by Independent Contractor hereunder, but not with respect to any other transportation that Independent Contractor may provide for any other party pursuant to separate agreement in the course
of Independent Contractor’s business, Independent Contractor shall not operate the Equipment in conjunction with
any other shipment except a Shipment made pursuant to the terms and provisions of this TICA. In addition
to any other indemnity made by Independent Contractor for the benefit of Company as set forth herein, Independent Contractor shall indemnify, defend, and hold harmless Company
from and against
any and all liability, including attorney’s fees and other
legal expenses, imposed,
or claimed to be imposed,
upon Company arising directly or indirectly from the
failure of Independent Contractor and/or Independent Contractor’s employees, agents, servants or representatives to
comply with the provisions of any state or federal law, rule, regulation or
this TICA.

3.3
Independent Contractor shall
bear all costs related to its provision of the TICA Services. Company does not assume any obligations arising
from Independent Contractor’s activities under this TICA, except
as otherwise specifically provided herein. In the
scope and course of its own business, Independent Contractor, shall pay all of
the following operating expenses, but
not by way of limitation: (1)
Equipment depreciation; (2) cost of all required insurances; (3) maintenance and repairs of Equipment, including all costs of fuel, fuel taxes, empty
mileage; (4) permits
of all types, including base plates and licenses; (5) detention and accessorial charges;
(6) any unused portions of such
items; and, (7) parking, including payment to Company of a parking
fee when Independent Contractor may elect, in its own
discretion, to use property provided by Company on a temporary basis. Company
shall not and does not participate in
the licensing of Independent Contractor’s Equipment. If Independent Contractor
employs others to perform or assist
in the performance of the TICA Services, Independent Contractor is and agrees
to be solely and exclusively
responsible for all costs associated with the use of such employees or other workers.

4.
MANNER OF PERFORMANCE OF TICA SERVICES.

Independent Contractor acknowledges and agrees that when it accepts
any Shipment, Independent Contractor is and
shall be responsible for transporting and completing all pick-ups and deliveries
of such Shipment, in a manner within
Independent Contractor’s sole discretion, and in accordance with the provisions
of this TICA. Independent Contractor
acknowledges and understands that Company is interested only in the successful results
achieved by Independent Contractor and shall not control the content, manner,
or means by which Independent Contractor achieves those
results; provided, however,
that Independent Contractor shall at all times during
the term of this TICA operate
its business in full
compliance with all laws and regulations of all federal, state and local
governments and their agencies and
in accordance with requirements and/or standards set forth by Company’s
Customers. Independent Contractor acknowledges
that there are no specific routes or territories assigned to Independent
Contractor and that it is Independent Contractor’s responsibility to determine
the most efficient
routes for the delivery of Shipments. Independent Contractor acknowledges and
agrees that all Shipments must be delivered within the delivery times requested by Customer, of which delivery
times Independent Contractor will be advised at the time Independent Contractor is notified of the Shipment
by Company’s dispatcher. In the event that Independent Contractor elects not to accept a Shipment,
Company may tender such Shipment
to any other resource of Company’s choosing.
Independent Contractor and Company acknowledge and agree that each
Shipment accepted by Independent

Contractor
shall be considered to be an independent engagement subject to the provisions
of this TICA. Independent Contractor
may accept as many or as few Shipments as Independent Contractor, in
Independent Contractor’s sole discretion,
determines, provided that all accepted Shipments shall be completed in
accordance with the provisions of this TICA and each Customer’s instructions.
Independent Contractor and Company acknowledge and agree that work need
not be conducted on Company’s premises. Independent Contractor may accept Shipments under the provisions of this TICA during such hours as Independent Contractor may
determine in connection with its own business.
Independent Contractor shall not be required to accept Shipments during
any minimum number of hours per day, per week
or per month.

5.
INDEPENDENT CONTRACTOR REPRESENTATIONS AND WARRANTIES.

For purposes of this TICA, and as further inducement for Company to
contract with Independent Contractor hereunder, Independent Contractor in the scope
and course of its own services, represents
and warrants that:

5.1
Independent Contractor and its employees, contractors, and agents are each duly qualified to perform the Services and are properly licensed to
operate all Equipment under Independent Contractor’s care, custody, and control. Independent Contractor hereby represents and warrants
that Independent Contractor will
maintain any and all required licenses
and permits required
to provide the TICA Services
throughout the Term of this TICA; and,

5.2
Independent Contractor will
take all ordinary and necessary steps to preserve, safeguard and protect from damage, theft or other loss,
all property which comes into Independent
Contractor’s possession while performing any activities under this TICA.

6.
SCHEDULING OF SHIPMENTS.

Independent Contractor and Company recognize, acknowledge and understand
that scheduling of TICA Services and
determining whether to accept and transport a Shipment hereunder are matters
within Independent Contractor’s sole discretion.

7.
SCHEDULED DELIVERIES.

Independent Contractor and Company recognize that, in certain instances,
Company’s Customers may request that
the same contractor be available to complete scheduled delivery assignments on
a recurring basis. Notwithstanding
the provisions of Sections 4 and 6 hereof, Independent Contractor agrees that
it may be considered for such
Shipments and will attempt to satisfy such assignments accepted by Independent
Contractor. Independent Contractor and
Company agree that acceptance of such assignments shall be at the sole and
absolute discretion of Independent Contractor. The parties agree that compensation for assignments under this Section
7 shall be determined and paid in accordance with the
terms, conditions and provisions of Section 9 and Schedule B hereto.

8.
TERM AND TERMINATION.

8.1
Except as otherwise provided
in Section 8.2 below, this TICA shall commence as of the Effective Date,
and shall continue
in effect by and through        open         , unless terminated
earlier by either Party as set forth
herein. (“Term”).

8.2
This TICA may be terminated,
with or without cause, by either Party, at any time, by written notice of termination to the other Party, provided,
however, that Independent Contractor may not terminate this TICA until Independent Contractor has completed any pending or unfinished services
that Independent Contract
has undertaken at the time, unless authorized to do so by Company.

8.3
In addition, and
notwithstanding any other provision of this Agreement, upon breach of this TICA
by the Independent Contractor or
Independent Contractor’s employees or subcontractors, the Company shall have
the right to pursue all rights and
remedies otherwise permitted by law or equity, including but not limited to,
the right to recover all losses or
damages suffered by the Company as a result of such breach, including but not
limited to, any costs or expenses incurred
by the Company in obtaining
substitute performance of the services
that should have been rendered by Independent Contractor for the unexpired term of this TICA (had the Company not exercised
its right of

termination
under this Section 8). Without limiting the generality of the foregoing
sentence, Independent Contractor agrees
and acknowledges that Company shall have the right to set off against, and
deduct from, any and all amounts otherwise
due and owing (including any Settlement Payment) from Company to Independent
Contractor hereunder, the full value of any damages,
losses or liabilities incurred by Company
arising out of Independent Contractor’s breach of this TICA.
Independent Contractor agrees that upon termination of this TICA, Independent
Contractor shall remove and return:
(1) Company’s Placards; (2) all personal property belonging to or received from
Company; and, (3) any required
documents set forth herein. It is Independent Contractor’s obligation to assure
that Company’s property is returned
upon termination of this TICA. Company is entitled to withhold Independent
Contractor’s final Settlement Payment
until such time as Independent Contractor has complied with its obligations
hereunder. At such time that Independent
Contractor has complied with such obligations, and as limited by the provisions
of 49 CFR Section 376.12(f),
Independent Contractor shall receive the balance of any Settlement Payment
remaining in Independent Contractor’s account.

9.
PAYMENT AND SETTLEMENT.

Subject to the
provisions of this Section 9, Independent Contractor agrees and acknowledges
that payments of and setoffs from any Settlement Payments shall be as follows:

9.1
Payments for Independent Contractor’s satisfactory completion of each TICA Service hereunder shall be made by the Company in accordance with the flat rate for
each shipment offered by Company and accepted by Independent Contractor in accordance with the procedures set
forth in Schedule B, attached hereto and made a part hereof;

9.2
Subject to Section 9.3 below,
Independent Contractor expressly agrees and acknowledges that it is the custom and practice of Company to
issue Settlement Payments, less authorized setoffs, on the thirtieth (30th) day of
the month except when the thirtieth (30th) day
falls on a weekend or holiday, whereupon the Settlement Payment shall be sent the next business day,
following the month during which Independent Contractor transported Shipments as substantiated by Freight Bills (“Freight Bill(s)”), duly signed by the respective consignee.
Independent Contractor expressly
waives any right to be paid on any earlier schedule.

The Parties
agree that because, by delay, Company may lose its ability to recover revenues
due Company with respect to each Shipment, signed freight bills or equivalent
proof of each TICA Service
shall be submitted on a timely
basis as provided herein. Company shall issue a
Settlement Payment for each completed Shipment on the 30th day of the following month during which Independent Contractor provided
TICA Services. Company agrees to include in the monthly Settlement Payment for all Shipments covered by signed
Freight Bills postmarked no later than the 3rd day of
the calendar month in which the Settlement Payment will be released to
Independent Contractor (e.g., payment for TICA
Services in the previous month of August and as evidenced by a consignee-signed
Freight Bill, postmarked by September 3rd, will be included in the September
30th Settlement Payment). The Settlement
Payment will be mailed or deposited (direct deposit) to the
Independent Contractor in accordance with the Schedule provided herein, unless the Independent Contractor requests expedited delivery
of any Settlement Payment for which Independent Contractor agrees to pay a $15.00
expedited delivery fee for such purposes. Independent Contractor agrees to provide a proof of delivery
(POD) within 12 hrs. and mail the original Bill Of Lading (BOL) prior to
payment. Failure of Independent Contractor
to timely submit a Freight Bill as required shall be considered a breach of the
Agreement, and damages incurred by
Company may include freight charges related to Shipments for which Freight
Bills are not submitted to Company, in which case Independent Contractor shall not receive
payment or payment
shall be delayed,
for any such freight
charges. Independent Contractor agrees that Company may deduct from any Settlement Payment a reasonable fee, determined in Company’s sole discretion, for Independent
Contractor’s continued delay in submitting consignee- signed Freight Bills to
Company, as provided herein.

9.3
Independent Contractor further authorizes Company
to deduct from any Settlement Payment owed to Independent Contractor
for any TICA Services hereunder:

9.3.1
Any losses or damages
incurred by Company
for which Independent Contractor agrees to defend, hold harmless, and indemnify Company
as provided in Section 12 of this TICA;

9.3.2
Any charges related to products, equipment
or services which Independent Contractor elects, in Independent
Contractor’s sole discretion, to purchase from or through Company; provided,
however, that it is understood that
Independent Contractor is not required to purchase any products, equipment or
services from or through Company
as a condition of entering
into this TICA;

9.3.3
Any loss or expense incurred
by Company as a result of Independent Contractor’s failure to fulfill the requirements of all applicable
federal, state and municipal rules and regulations relating to the operation
and maintenance of the
Equipment covered by this TICA;

9.3.4
Any other cost or expense incurred
by Company which is Independent Contractor’s responsibility, in whole or in part, under this TICA; and/or,

9.3.5
Any other authorized deduction
related to costs or expenses
incurred by Independent Contractor in the
performance of services under this TICA; and,

9.4
Independent Contractor agrees
that if, within ninety (90) days after receipt of Settlement Payment as herein
provided, Independent Contractor does not submit to Company a written
objection to the amount or calculation of
the Settlement Payment received from Company, each such uncontested Settlement
Payment shall be deemed approved and accepted as-is by Independent Contractor.

9.5
Upon termination of this
Agreement, Independent Contractor agrees that Company may withhold the sum of One Thousand Five Hundred Dollars
($1,500) (“Holdback Sum“) from Independent Contractor’s last Settlement
Payment, to be held by Company for not more than sixty (60) days, to ensure
payment to Company by Independent Contractor of any obligation or debt outstanding or arising after the
last Settlement Payment
to Independent Contractor.
Assuming that there are no or any partial setoffs against the Holdback Sum,
Company shall pay the balance of such Holdback
Sum to Independent Contractor no later than five (5) days from such determination.

9.6
In the event that Company
and/or any Customer should properly adjust any payment due Company within ninety (90) days of completion of
any TICA Service, then Independent Contractor agrees to a corresponding adjustment (“Adjustment”) in any subsequent Settlement Payment otherwise
due Independent Contractor to the extent
that any such Adjustment is in any way
related to any particular Shipment
hereunder.

10.
RELATIONSHIP OF THE PARTIES.

10.1
Independent Contractor is and
for all purposes shall be a self-employed independent contractor. This TICA is not intended to create in any
manner whatsoever an employer-employee, principal-agent, master-servant, partnership, or joint venture relationship
between Independent Contractor and Company. It is the express intention of the parties that Independent Contractor
does and will act solely in the capacity of an independent contractor and not as an
employee, agent, joint venture or partner of Company for any purpose
whatsoever.

10.2
Independent Contractor is not
entitled to and is excluded from coverage by any of Company’s employee benefit programs, including but
not limited to worker’s compensation benefits, social security benefits, medical
insurance, vacation, and sick
leave.

10.3
Independent Contractor, or any agent, employee or servant of Independent Contractor, shall never be or
deemed to be the employee, agent, or servant of Company. In this connection, Independent
Contractor shall have the sole and
complete right to hire and fire all personnel engaged by Independent
Contractor, and shall exercise all control,
direction, and supervision over them with respect to the physical details of
the work to be performed and the manner
in which the work is performed. Company shall not, nor have any right to,
exercise control, discretion or supervision
over Independent Contractor or any employees, agents, or servants of
Independent Contractor. All costs incurred
by Independent Contractor in connection with personnel hired by Independent
Contractor are the sole responsibility
of Independent Contractor and not Company. Independent Contractor shall be
responsible for making any
contributions which may be required under worker’s compensation, disability and
unemployment insurance laws on behalf
of any personnel hired by Independent Contractor to assist Independent
Contractor in performing any obligation hereunder. Independent Contractor will also be responsible for and will pay
all federal, state and local taxes arising
out of the employment of any such individual(s). For purposes of this Section
10, Independent Contractor

agrees and
acknowledges that Company is not the employer of Independent Contractor and/or any employee, subcontractor or agent of Independent
Contractor. Independent Contractor agrees to defend, hold harmless and indemnify
Company from and against any and all claims by Independent Contractor and/or any employee,
subcontractor or agent of Independent Contractor, as well as any
employee, subcontractor or agent, that any one of them is or should
be considered to be an employee
of Company for any
purpose whatsoever.

10.4
In accordance with Schedule B, Company may, from time-to-time, offer Shipments, which Independent Contractor may accept or reject to
transport. During any given period, the Company is not obligated or required to tender Shipments to Independent
Contractor. It is understood that the Company does not agree to use Independent Contractor exclusively and that Independent Contractor is free to accept
other work at any time from any other company
or business. Independent Contractor agrees to make any accepted
deliveries within a reasonable time frame, agreed to by the Independent Contractor.

10.5
Independent Contractor and any of Independent Contractor’s employees or subcontractors under any circumstances, shall not be considered and will not represent themselves to be the employees, agents or representatives of Company for any purpose
and shall not attempt to negotiate or enter into a contract or agreement of any nature in the name of, or on behalf
of Company, without the written consent of the Company. Any purported contract or agreement in violation of this
paragraph shall be null and void and in no way binding on Company and Independent Contractor will be liable for any damages
resulting from a violation
of this paragraph.

11.
INSURANCE.

11.1
Independent Contractor for the
purposes of its own business shall have and maintain at Independent Contractor’s sole cost and expense all
insurance required by and consistent with the limits of such coverage, except as provided herein if greater, that will
indemnify and save harmless Independent Contractor, Company and its Customers, from any and all liability, by reason of any accidents, injuries, or damages
of any kind that may result from the
operation, or use, of Independent Contractor’s vehicle and/or Equipment from
any other actions or conduct of Independent
Contractor in the performance of TICA Services hereunder. Specifically,
Independent Contractor shall obtain and keep
in full force during the term
of this TICA:

11.1.1 Automobile Liability Insurance. Automobile liability insurance to protect and defend
Company against public liability
claims for injury, death, property damage or other loss while providing
services under this TICA. Independent
Contractor shall maintain, at a minimum and at its sole cost and expense, split
liability limits of not less than One
Million Dollars ($1,000,000) for injury or death to any person and One Million
Dollars ($1,000,000) for injury or
death to any persons in any one occurrence. Such coverage shall be primary to
any other insurance that may be available
from Company, and Independent Contractor shall include both Non-owned and Hired Auto Liability. Independent Contractor shall be
responsible for any loss or, damage in excess of policy limits. Coverage shall
be in the form of a business auto or
trucker’s policy when Independent Contractor operates in a jurisdiction that
mandates that Independent Contractor procure a motor carrier license;

11.1.2
Cargo Insurance. Cargo insurance
coverage with minimum coverage limits of not less than

$100,000.00
per occurrence. Contractor shall be responsible for any and all cargo claims
that are a result of mechanical failure.

11.1.3 Worker’s Compensation Insurance. Worker’s Compensation insurance policy or an occupational accident policy that covers
any employees of Independent Contractor performing TICA Services and satisfies
the applicable state laws.

11.1.4 Non-Owned & Hired Physical Damage. Independent Contractor shall be responsible and pay for any collision, fire, theft, and
comprehensive insurance coverage on and for its Equipment, as well as any of Company’s own Equipment operated by
Independent Contractor. Company shall not be liable for or obligated to pay or reimburse Independent Contractor for
such insurance coverage or from any loss or damage to Independent Contractor’s Equipment. The costs of
towing, storage, emergency
repairs or actions necessary to protect the Equipment or cargo shall be the responsibility of Independent Contractor, and if these expenses are paid by Company, Independent Contractor hereby agrees
that any such payment may be deducted from Independent Contractor’s Settlement Payment as hereinafter described. Independent Contractor shall be responsible for any and all physical

damage to any
dump body, trailer or trailer set furnished by Company while in the Independent
Contractor’s care, custody and control. Independent Contractor is required
to provide evidence
of Non-Owned & Hired Physical
Damage insurance coverage in
the amounts shown below for the applicable Equipment. Independent Contractor’s
policy shall name Company as the loss
payee. In the event of collision, fire, theft or any damage to furnished
Equipment, Independent Contractor
shall notify Company
immediately.

11.2
The Company shall be named as an “Additional Insured” on all policies issued hereunder, except
Workers’ Compensation
coverage, and shall provide
that:

11.3

11.3.1
Company shall not be obligated to pay premiums
for any such insurance;

11.3.2
Such insurance shall be primary and non-contributory with respect to all insured;

11.3.3
Such insurance shall be applicable separately
to each insured, and shall cover
claims, suits, actions or proceedings by each insured
against any other insured.

11.4
Any policy or certificate of insurance evidencing such insurance shall contain
a clause that the insurer
will not cancel or change coverage of the insurance without first giving
Company thirty (30) days’ prior written notice, and that the Insurer will be liable to Company for any and all
damages resulting from Insurer’s failure to give such notice.

11.5
Independent Contractor’s insurance policies shall provide
for waiver of underwriter’s subrogation rights against Company,
its directors, officers,
employees, stockholders, subsidiaries and affiliates.

11.6
Independent Contractor hereby agrees to furnish to Company written
evidence obtained from Independent
Contractor’s insurance company or agent showing that all insurance coverage
required above has been procured
from a company with an AM Best rating of A-VII or better, is being properly
maintained, and the premiums therefor are paid, specifying the name of the insurance
company, the policy
number, the expiration date, and the limits of liability.

11.7
It is expressly understood
that Company does not represent that the types or minimum limits of the insurance set forth herein are adequate to protect the Independent Contractor’s own business interests. For any claims
in excess of policy limits, Independent Contractor agrees to indemnify,
save harmless and undertake the defense of Company.
Deductible amounts under the foregoing policies shall also be paid by
Independent Contractor in the ordinary
course of its business.

11.8
In the event of any loss, damage, occurrence or claim arising from Independent Contractor’s performance of this TICA, insurance
policies provided by the Independent Contractor under this TICA shall provide primary coverage for such loss, damage,
occurrence or claim. Coverage by insurance policies maintained by the Company shall provide excess coverage, but not until
and unless the limits of Independent Contractor’s primary policies have
been exhausted by the way of judgment
or settlement.

12.
INDEMNIFICATION.

12.1
Without limiting any other
rights that Company may have hereunder or under applicable law, and in addition to any other indemnity rights
provided in this Agreement for the benefit of the Company, and except to the extent any negligence attributable to Company,
Independent Contractor agrees to indemnify, defend and hold harmless, Company, its employees, owners,
agents and servants, from and against any and all claims, losses, liabilities, costs and expenses of any kind whatsoever (all of the foregoing being collectively referred
to as “Indemnified Amounts”) incurred by or asserted against Company and arising out of, or
resulting from, in whole or in part, the Independent
Contractor’s performance, including Indemnified Amounts, and further including,
without limitation: (1) injury or
death to persons, including, without limitation, third-parties, employees or
subcontractors of the Independent Contractor
or persons driving, riding in, operating, repairing, maintaining, loading or
unloading the Independent Contractor’s vehicles,
Equipment or other property; (2) damage to the property
of any person or legal entity, including, without limitation, loss or damage to items intended for transport which are in the Independent Contractor’s possession or under its dominion and control; (3) any loss, expense, liability, damage, claim, and reasonable attorneys’ fees and

costs made or
brought on behalf of any person for any damages, losses or claims arising out
of Independent Contractor’s performance or completion of any acts under this TICA
(4) violation of any law, ordinance or regulation of any
federal, state or local governmental authority by the Independent Contractor or
its employees, subcontractors or agents, and, (5)
any claim by Independent Contractor
and for any employee or subcontractor of Independent Contractor that he/she/it is or shall be deemed to be an
employee of Company for any purpose. Independent Contractor agrees to pay to Company, on demand, any and all
amounts necessary to indemnify Company from and against all such Indemnified Amounts incurred by or asserted
against Company, and Company shall have the right to set off any such Indemnified Amounts against any amounts owed
by Company to the Independent Contractor under
this TICA. Company agrees to deliver to Independent Contractor a written
explanation and itemization of such setoff prior
to the deduction being made and Independent Contractor may object to any such
deduction within five (5) days of
when such deduction is setoff against any Settlement Payment due Independent
Contractor. Failure to make such an objection shall be deemed
approval by Independent Contractor of the amount of and reasons
for any such setoff
or deduction hereunder.

12.2
Without limiting any other
rights that Company may have hereunder or under applicable law, and except as to any negligence attributable
to Independent Contractor, Company agrees to indemnify, defend and hold harmless, Independent Contractor, its
employees, owners, agents and servants, from and against any and all claims, losses, liabilities, costs and expenses
of any kind whatsoever (all of the foregoing being collectively referred to as “Indemnified Amounts”) incurred by or asserted against the Independent
Contractor and arising out of, or resulting from,
in whole or in part, Company’s negligence in the performance of this Agreement
which is the proximate cause for any:
(1) injury or death to persons, including, without limitation, third-parties,
employees or subcontractors of Company;
and, (2) damage to the property of any person or legal entity, including,
without limitation, loss or damage to items intended for transport which are in Company’s possession or under its dominion and control.

13.
COMPLIANCE WITH LAWS AND RESPONSIBILITY FOR TAXES.

The relationship of Independent Contractor with Company hereunder
being that of an Independent

Contractor, it is fully understood by Independent Contractor that no federal
income taxes nor payroll taxes of any kind, including but not limited to FICA or
FUTA, will be withheld or paid by Company on behalf of Independent Contractor. It is further
understood by Independent Contractor that no fringe benefits
nor participation in any such plan
will be paid or permitted. Independent Contractor shall have responsibility for all taxes and governmental contributions of any kind, including but not limited to self-employment taxes, and FICA required
to be paid as a result of Independent Contractor’s activities hereunder. The Company is not liable for any taxes
(federal, state, or local) on behalf of the Independent Contractor. Independent Contractor hereby represents and agrees
that Independent Contractor will: (1) pay all self- employment and other applicable taxes, including sales taxes,
income taxes and estimates thereof; and, (2) as a business owner and employer,
have available sufficient records upon request
of Company necessary to determine that Independent Contractor has satisfied its obligation to pay such taxes and other payments,
including, State income
and any other taxes.
Independent Contractor hereby indemnifies and agrees to hold harmless Company
from and against any claim, cost,
penalty, loss or expense (including attorneys’ fees) related to Independent
Contractor’s nonpayment or underpayment of any such taxes or payments, as well as penalties and interest thereon
including any claim,
cost or expense (including attorneys’ fees) related thereto.
Independent Contractor acknowledges that Company will issue a Form 1099
to Independent Contractor each year
in which Independent Contractor has performed services for Company.

14.
CONFIDENTIALITY.

14.1
Independent Contractor
acknowledges that in the course of providing services pursuant to this TICA, Independent Contractor will necessarily
become familiar with certain information related to Customer Shipments accepted by Independent Contractor. Independent Contractor hereby
agrees to safeguard and maintain as confidential and privileged (the “Confidential
Information”) all such Confidential
Information in the manner described herein. Independent
Contractor further acknowledges and agrees that any of Independent Contractor’s
employees or sub- contractors who become privy to any Confidential Information shall also be bound by these same terms and conditions.

14.2
The term “Confidential
Information” as used in this TICA
means any and all information of a confidential, proprietary, or secret nature which is or may be applicable to or related
in any way to: (i) the business,

present or
future, of Company; or, (ii) the business of any Customer or supplier of
Company. Confidential Information includes,
for example and without limitation, Customer lists, including unannounced
business relationships, Customer preferences,
pricing information, records of Shipments, specifications for Shipments, other
information concerning Customers or
vendors of Company, marketing plans and strategies, technical, business, and
financial know-how, personnel information, internal market analyses,
research, or forecasts, improvements, techniques, computer
programs, negative information, and any other information furnished by
Company and/or learned by Independent Contractor as a result of this TICA.
Independent Contractor acknowledges that all of the above designated Confidential Information are trade secrets that are wholly
owned and/or controlled by Company.

14.3
Independent Contractor
acknowledges any Confidential Information is of a special, valuable and unique asset of Company from which the
Company derives economic value and which is not generally known, and Independent Contractor agrees at all times
during the Term of the TICA and thereafter to keep in confidence all Confidential Information. Independent Contractor agrees
that, during the Term of the TICA and thereafter, Independent Contractor will not
directly or indirectly use the Confidential Information other
than in the course of performing services
pursuant to this TICA, nor will Independent Contractor directly or
indirectly disclose any such Confidential Information to any person or
entity, except in the
course of performing services pursuant
to this TICA.

14.4
Independent Contractor
acknowledges that in the event of Independent Contractor’s failure to comply herewith, in addition to whatever other
legal remedies may be available, an injunction may be issued to enforce the Company’s rights hereunder. Independent
Contractor agrees to pay to the Company all reasonable attorney’s fees incurred
by the Company in the enforcement of its rights
under this Section 14.

15.
DRUG AND ALCOHOL TESTING.

15.1
As a motor carrier,
Independent Contractor recognizes that Independent Contractor’s business of providing
the transportation Services
hereunder involves the use of motor vehicles
provided by Independent Contractor, and as such, Independent Contractor is involved in a
safety sensitive business that puts the public at risk. Independent Contractor agree that the safety of the public
outweighs any right to privacy by Independent Contractor and/or Independent Contractor’s employees, agents or subcontractors. To minimize the safety risk posed by Independent
Contractor’s operation of motor vehicles, Independent Contractor agrees to
enroll in an approved Drug Consortium for purposes of complying with
this Section 15. As part of such Drug Consortium, Independent Contractor shall agree that Company shall be
provided with a certificate of enrollment, and that Independent Contractor
shall monitor such consent
and authorization so that Company
is notified (the “Notification“) of any violation and of a failure to comply with the provisions in this
Section 15. Independent Contractor acknowledges that Company will ask Independent Contractor and/or Independent Contractor’s
employees or subcontractors to undergo a drug and/or alcohol test under the following circumstances:

15.1.1
prior to the performance of any services for Company under this TICA;

15.1.2 whenever the Company
or its Customer has a reasonable suspicion
that the actions,
appearance or conduct of Independent Contractor or Independent
Contractor’s employees or subcontractors, while performing services
for the Customer,
are indicative of the use of a controlled substance and/or alcohol test;

15.1.3 whenever Independent Contractor or any of Independent Contractor’s employees or subcontractors are involved in an accident
or involved in an unsafe
practice that requires
medical care, involves
injury to others,
or property damage;

15.1.4
upon the request of Company’s Customer, clean drug tests on a periodic basis, with or without notice;
and, as required by law.

15.2
Except as otherwise required
by law or regulation, Independent Contractor understands that, as an Independent Contractor, Independent Contractor
can refuse to undergo a drug and/or alcohol test at any time. Independent Contractor also acknowledges that the Company cannot
force Independent Contractor’s own employees or subcontractors to undergo a drug and/or alcohol test. However, Independent Contractor can and does conduct
such

drug and/or alcohol tests as
to its own employees. Accordingly, Independent Contractor will not permit
either itself and/or any employee to
operate a vehicle owned by Independent Contractor who has not certified to do
so or who is impaired at the
time of operating said vehicle.

15.3
To the extent consistent with
applicable law, Independent Contractor authorizes a testing laboratory, and its physician(s) and/or technician(s),
to conduct a urinalysis or breath analysis, to withdraw a specimen(s) of Independent Contractor’s blood, and/or to
remove a sample of Independent Contractor’s hair for the purpose of chemical analysis to determine the drug
and/or alcohol content thereof. Independent Contractor further consents to the release by the testing laboratory of
the results of this analysis to the Company or any Customer who has retained the Independent Contractor’s services.

15.4
Notwithstanding any provision to the Contrary, Independent Contractor agrees
that if, after undergoing a drug and/or alcohol test, it is
determined that any of Independent Contractor’s employees or subcontractors
were under the influence of illegal
drugs, a controlled substance or alcohol while performing services under this
TICA, Independent Contractor shall terminate such employee or subcontractor who is under the influence
of drugs or alcohol.

15.5
If Independent Contractor or Independent Contractor’s employee or subcontractor chooses to undergo
a drug and/or alcohol
test, to the extent consistent with applicable law, Independent Contractor consents to the release of the
drug and/or alcohol results
to the Company.

15.6
To the extent consistent with
applicable law, Independent Contractor and Independent Contractor’s employees and subcontractors hereby
release the Company, its officers, directors, employees, representatives and agents, employees, representatives and agents
from any and all claims or causes
of action resulting from a drug and/or alcohol
test and the release of the information regarding the results.

15.7
Independent Contractor shall
be responsible for ensuring that Independent Contractor and any of Independent Contractor’s employees and/or subcontractors performing services hereunder comply with these requirements and shall
be responsible for all costs associated with such compliance.

16.
ACCIDENT REPORTS AND MOVING VIOLATIONS.

Independent Contractor hereby agrees to immediately report to Company any
motor vehicle accidents or moving
violations involving Independent Contractor or any of Independent Contractor’s
employees or subcontractors performing services
hereunder.

17.
NOTICES

All notices given or required to be given hereunder may be sent by fax or any type of U.S. Mail or email as

follows:

18.GOVERNING LAW AND SEVERABILITY.

This TICA shall be governed
by the laws of the State of Ohio. If any provision
of this TICA or portion thereof
is held to be unenforceable, said provision or portion thereof shall not
prejudice the enforceability of any other provision or portions of the
same provision and shall be enforced to the maximum
extent legally permissible under the laws of the State of Ohio.

19.
ENTIRE UNDERSTANDING / CANCELLATION OF ANY PRIOR AGREEMENT.

The parties agree that this TICA contains the entire understanding of the
Parties and all of the terms and conditions regulating their relationship to each other. It
is distinctly understood and agreed that there are
no representations,
warranties, covenants or undertakings by either Party to the other except as to
those expressly set forth herein.
This Agreement shall supersede, replace or take precedence over any prior
agreements of similar character between
the Parties hereto.
The Parties may amend this Agreement in accordance with a mutual
and dually executed and written addendum between them.

20.
ASSIGNMENT.

This TICA shall bind and inure to the benefit of the respective heirs,
representative, successors and assigns of
the Parties hereto. This TICA may not be assignment by either Party without the
prior written consent of the other, which consent
may be withheld for any reason or
no reason.

21.
SIGN BY FACSIMILE.

The parties agree that this TICA may be signed by facsimile and that each
fully executed facsimile copy shall be deemed a binding and enforceable original copy hereof.

IN
WITNESS WHEREOF, intending to be legally bound, the parties hereto
have executed this TICA as of the day and year first above written.
By its signature below, Independent Contractor acknowledges receipt
of two complete, signed copies
of this TICA and all of its
attachments.

SCHEDULE A

EQUIPMENT IDENTIFICATION

This Schedule A is an essential part of the Transportation Independent Contractor Agreement (“TICA”) between Company and Independent Contractor. In consideration of Company’s execution of said the TICA, Independent Contractor makes the following representations and warranties on which Company will rely. Independent Contractor represents and warrants that it is the registered and/or legal owner of and in lawful possession of the Equipment described in SCHEDULE C. In making the above representations and warranties, Independent Contractor understands and agrees that each such representation and/or warranty is an independent material consideration for Company’s execution of the Independent Contractor Agreement and that, should any of such representations prove to be materially false and/or any of such warranties be breached and result in damage of any kind or type to Company, Company may, at its option, terminate the Independent Contractor Agreement forthwith and hold Independent Contractor legally responsible for said damages either by means of setoff against settlements or through legal action.

SCHEDULE B

RATES

Company agrees to compensate Independent Contractor for the TICA Services
under this Agreement, at the rate applicable
to each daily shipment as available to Independent Contactor from Company’s
Dispatch Office prior to each Shipment
accepted by Independent Contractor. Company’s Dispatch Office shall maintain a
daily record of the rate to be paid to and accepted
by Independent Contractor for each Shipment
performed by Independent Contractor, which rate shall be
available to Contractor by telephoning or visiting Company’s Dispatch
Office during regular working hours.

OTHER:

Any other compensation will be at a mutually agreed upon rate between the
Company and the Independent Contractor.

RULES AND REGULATIONS

This form contains a set of basic rules and policies of the (“Company”) and serves to prevent
possible disagreements and misunderstanding of the Company’s contract clauses.
When receiving a load delivery request, the Driver and the Dispatcher specify the distance and
pay in advance. Mileage is calculated as “zip to zip” (NOT “address to address”). Once the
Dispatcher and the Driver come to a verbal agreement over a price and requirements of a job, it
cannot be changed for 20 min. Fail on this rule will result in 30-day suspension and $150 of
rate deduction from previous load which the driver did with our company before for first offense
and permanent termination for second offense and $250 of rate deduction from previous load. If
the Dispatcher or Client did not request more time, after 20 min of waiting period the Driver is
free to bid on other opportunities, change his terms or refuse the load.
This rule can’t be break. Driver and dispatcher must keep things professional and must be
nice to each other. It can result in rate deduction 25% from previous load which the driver did
with our company or permanent termination with rate deduction 25% from previous load which
the driver did with our company by the manager’s decision.
Early or late delivery can result in 20% rate deduction, up to full 100% based on managers or
Customer’s discretion.
If driver cancel booked load a penalty of $300 will be imposed and may be deducted from the remaining balance with us for the previous loads
Updates during the trip with the load every 2 hours or it can result in 10% rate deduction. If the
appointment time is not specified, the Driver must contact the Dispatcher immediately to verify.
The Driver always must follow Dispatcher’s instructions.
Detention starts after 2 hours from the scheduled pick up time: $25 per hour, 150 maximum.
Layover fee is $75 maximum for van, straight truck. TONU $75 for all type of equipment.
Having agreed with transportation conditions, the Driver takes an obligation to deliver the load
on time and in intact condition.
The Driver must notify the Dispatcher about:
1) arrival at the place of loading
•exact time
2) the end of loading
•exact time
•dispatcher will make sure that the load corresponds to BOL (Need BOL and photo of the load)
3) updates during the trip with the load every 2 hours
4) arrival to the place of unloading
•exact time
5) the end of unloading
•exact time
•date
•the printed first and last name of the person who signed BOL
In case the Driver is asked to participate in loading or unloading, it is necessary for the Driver to
contact the Dispatcher and explain the situation before beginning to work. In this case, additional
pay is possible. If the Driver reported taking part in loading/unloading after the work has been
done, there will not be any compensation made, and the Company is not responsible for damages
of the freight the Driver may cause.
In case of an accident, it is the Driver’s responsibility to contact and notify the Dispatcher
immediately, as well as provide photographs of the accident scene and the condition of the
freight, and any additional information provided by the law enforcement agent.
If the Driver has a breakdown during a run, the Dispatcher needs to be notified immediately and
the Driver will need to provide proof of the breakdown (pictures of the actual broken part/vehicle
and/or receipts from repair service or towing company). Monetary compensation for the freight
that has to be recovered due to an accident or breakdown, will be paid based on the revised rate
for driven miles (will be calculated in individual manner).
The Driver WILL NOT take any independent actions (change of address and/or
loading/unloading time, contacting customer directly, etc.) without coordination with the
Dispatcher. In case of delay due to weather conditions, traffics, roadwork, etc., the Driver is
required to report it to the Dispatcher immediately, so that the Dispatcher could notify the
Customer.
It is necessary to send a copy of the signed BOL via email: pod@newageexpressinc.com
(*IMPORTANT: email subject must show unit number assigned by Company) and as a picture
message to: (267)-870-77-87. The Driver should indicate the vehicle number and/or the number
of the load at the top right corner of the BOL. *The BOL is an important document, and cannot
be used for notes, calculations or any other records. If the copy of BOL is not received within
24 hours, the load providing Customer has full authority to impose a fine up to $100 for every
consecutive day or break a contract.

Initials
and Sign: Full Name                 

PLEASE ATTACH FOLLOWING COPIES:

– DRIVER LICENSE

– VEHICLE REGISTRATION

– W9

– SSN CARD

– ACCOUNT INFO/VOIDED CHECK

– DRIVING RECORD

– 5 PICTURES OF YOUR TRUCK front (plate must be visible),
back (plate must be visible), left side, right side, cargo space.

– PROOF OF LEGAL STATUS IN USA

– PROOF OF INSURANCE CERTIFICATE SHOWING:

NEW AGE EXPRESS INC 1715 INDIAN WOOD CIR STE 200 TOLEDO, OH 43537

AS ADDITIONALLY INSURED.

COVERAGE:

COMMERCIAL AUTO LIABILITY $1,000,000

MOTOR TRUCKING

CARGO $100,000

VEHICLES

DRIVERS

– SCHEDULE C

– SCHEDULE D

Initials
and Sign: Full Name                 

SCHEDULE C

MAKE (___)

MODEL (___)

VIN NUMBER (___)

LICENCE PLATE (___)

YEAR (___)

STATE (___)

SCHEDULE D

CARGO DIMENSIONS

LENGTH (___)

WIDTH (___)

HEIGHT (___)

DOOR DIMENSIONS (IN)

WIDTH (___)

HEIGHT (___)

DOCK HIGH

(YES/NO) (___)

LIFT GATE

(YES/NO) (___)

PALLET JACK

(YES/NO) (___)

CAN CROSS US/CANADA BORDER

(YES/NO) (___)

TEAM

(YES/NO) (___)