1. For purposes of this Agreement, S&S Auto Logistics, LLC and Carrier mutually agree that: 1.
The term “Shipper’s Agent” shall refer to instances in which S&S Auto Logistics, LLC is
responsible for arranging transportation services and/or processing payment on charges
therefore on behalf of its Customer(s), but is not the “Bill To” party for said charges; and 2.
The term “Property Broker” shall refer to instances in which S&S Auto Logistics, LLC is the
“Bill To” party for all freight charges;

2. All freight tendered by S&S Auto Logistics, LLC and transported by Carrier, and all services
provided Carrier to or for the benefit of S&S Auto Logistics, LLC or its customers shall be
deemed contract carriage (49 U.S.C. 14101(b)) subject to this Agreement; to any applicable
schedules, addenda or documentation now or hereafter issued or authorized by S&S Auto
Logistics, LLC (collectively “schedules”); to any applicable customer service requirements
(“service requirements”); and to any U.S.C. Title 49 rights or remedies not inconsistent with
the Agreement. NO future rules of tariffs, rules or rate publications, bills of lading, waybills,
manifests, shipping documentation, or otherwise. Pursuant to 49 U.S. C. 14109(B)(1), the
parties waive Title 49 rights or remedies (except registration, insurance or safety fitness
provisions) that conflict or are inconsistent with this Agreement.

3. Carrier warrants that its aforesaid governmental authorities are valid and in good standing;
that Carrier always will remain authorized to lawfully furnish all transportation related
services provided for herein and that Carrier will immediately notify S&S Auto Logistics, LLC
in writing any loss, suspension or reduction of its operating authorities, safety rating or
insurance coverage, Carrier authorizes S&S Auto Logistics, LLC to check Carrier’s financial
status at any time via D&B reports or similar services.
4. Carrier shall issue and sign a bill of lading or receipt for each shipment in a form required or
permitted by S&S Auto Logistics, LLC, but the absence or loss thereof shall not relieve Carrier of
its obligations with respect to any shipment. Upon delivery of each shipment, Carrier shall
obtain and deliver to S&S Auto Logistics, LLC a delivery receipt or receipts from the
consignee(s) in a form required or permitted by S&S Auto Logistics, LLC, showing the goods
delivered, the condition of such goods and the date and time of complete or correct,
payment of Carrier’s freight charges may be delayed or withheld pending resolution of any
freight claim. Carrier shall have no lien, and hereby waives the right to claim any lien on any
shipment. Failure to deliver shipment on agreed upon date, without proper
communication by Carrier to Shipping Agent, may result in delayed or non-payment; or
negative feedback by Shipping Agent

5. Carrier will efficiently and timely transport all shipments in good order and condition to the
designated consignee using equipment and qualified drivers operating only under Carrier’s
authority, and Carrier shall not subcontract, broker, or otherwise permit shipments to be
transported by a third party without S&S Auto Logistics, LLC’s specific prior written consent.
Carrier’s relationship with S&S Auto Logistics, LLC and its customers is and will be that of an
independent contractor. Carrier assumes full responsibility for and shall pay all federal,
state or local taxes, withholdings and obligations (including but not limited to worker’s
compensation, unemployment, disability, and security insurance), all road, fuel and other
taxes, fees or operating permits, and all other operating expenses and financial obligations
relating to Carrier’s operations or transportation performed hereunder.
Carrier warrants that it shall perform all services under this Agreement using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

6. Carrier will assure, at all times, that its equipment, personnel and all other aspects of
Carrier’s operations fully comply with or exceed all DOT and other applicable legal
requirement, including but not limited to hours of service; equipment safety; loading, load
securement and movement of all shipments; etc. Carrier also agrees to comply with such
customer rules, procedures, policies and requirements as may be issued or communicated
from time to time by S&S Auto Logistics, LLC.

7. Carrier will at all times maintain with insurers acceptable to S&S Auto Logistics, LLC: (a) at least
$1,000,000 liability coverage for personal injury, death and property damage; (b) at least
$100,000 all risk cargo coverage; (c) workers compensation as required by law (waiver form
available if allowable by law); and (d) any other insurance required by applicable laws, rules
or regulations. At least semi-annually and upon other request, Carrier shall provide S&S
Auto Logistics, LLC certificates of such insurance, which also shall assure S&S Auto Logistics,
LLC at least 30 days of written notice of cancellation, non-renewal or material modification.
Carrier’s liability and excess/umbrella insurance shall be deemed primary coverage, and S&S
Auto Logistics, LLC and/or its customers shall be listed as certificate holder and additional
insured, with respect to personal injury, death and property damage arising out of or relating to
Carrier’s activities hereunder.

Regarding the auto liability policy, Motor Carrier will indemnify and hold harmless S&S Auto Logistics,
name us as an Additional Insured thereunder, be primary to, and not excess over or contributory with,
any other valid, applicable and collectible insurance in force for S&S Auto Logistics; and provide that
the insurer will give S&S Auto Logistics thirty days’ prior written notice of cancelation or material
change in coverage. Motor Carrier and its auto liability carrier also waive any right of subrogation,
or other recovery against S&S Auto Logistics or its subsidiaries, including their respective employees,
officers, directors, agents or representatives.

8. Regardless of the measure or extent of Carrier’s cargo liability under applicable law or
otherwise, Carrier will defend, indemnify and hold harmless S&S Auto Logistics, LLC against
all cargo or freight loss, delay or damage claims, costs, damages or liabilities regarding
shipments tendered to or transported by Carrier hereunder. Carrier also will defend,
indemnify and hold harmless S&S Auto Logistics, LLC and its affiliated and related companies
and S&S Auto Logistics, LLC customers from and against all personal or bodily injury, death,
property damage or other losses, damages, actions, claims and expenses caused by, arising
from or relating to the negligence, fault, or contractual breach or nonperformance by
Carrier or its agents, employees or contractor. Carrier’s indemnification obligations under
this paragraph shall include legal fees and expenses, and shall survive any termination or
expiration of this Agreement.
Carrier shall be liable to S&S Auto Logistics, LLC for the full actual loss, damage or injury to the goods occurring while in the custody, possession or control of Carrier, or resulting from Carrier’s performance of or failure to perform the services, incurred by S&S Auto Logistics, LLC as a result thereof.

9. Freight charges and rates shall be as specified in written or electronically maintained rate
schedule(s) issued by S&S Auto Logistics, LLC or to which S&S Auto Logistics, LLC has signed
its approval. Carrier’s rates and charges cannot be increased, nor deviated from regarding
particular shipments, without S&S Auto Logistics, LLC’s express written consent prior to
Carrier’s movement of the freight in question. Under no circumstance shall Carrier assess or
bill for fuel surcharges or similar adjustments, except in accordance with S&S Auto Logistics,
LLC’s issued or approved schedules. For shipments hereunder for which S&S Auto Logistics,
LLC is acting as Shipper’s Agent, Carrier again acknowledges and agrees that S&S Auto
Logistics, LLC’s role in arranging transportation services and/or processing payment
therefore, is only an intermediary; that all rate and charges are solely the responsibility and
obligation of S&S Auto Logistics, LLC’s customers, not S&S Auto Logistics, LLC; and that S&S
Auto Logistics, LLC will never be liable or responsible to pay Carrier unless and until S&S
Auto Logistics, LLC itself has received the funds for processing payment therefore from its
customer. For shipments for which S&S Auto Logistics, LLC is acting a Property Broker, S&S
Auto Logistics, LLC shall remit and hereby guarantees payment in full to Carrier for Service
performed regardless of whether S&S Auto Logistics, LLC’s customer can or will pay S&S
Auto Logistics, LLC. However, in no event shall Carrier bill S&S Auto Logistics, LLC’s customer
or take any other action against them without S&S Auto Logistics, LLC prior written consent.

10. Carrier will submit invoices for its services in U.S. funds in accordance with S&S Auto
Logistics, LLC’s instructions and procedures, and subject to audit. S&S Auto Logistics, LLC or
its designee, as agent acting for and on behalf of S&S Auto Logistics, LLC’s customer, shall
remit payment to Carrier within fifteen (15) days after receipt of correct carrier invoice. For
shipments hereunder of which S&S Auto Logistics, LLC is acting as Shipper’s Agent, Carrier
again acknowledges and agrees that S&S Auto Logistics, LLC’s role in arranging rates and
charges are solely the responsibility and obligation of S&S Auto Logistics, LLC’s customers,
not S&S Auto Logistics, LLC; and that S&S Auto Logistics, LLC will never be liable or
responsible to pay Carrier unless and until S&S Auto Logistics, LLC itself has received the
funds for processing payment therefore from its customer. For shipments for which S&S
Auto Logistics, LLC is acting as Property Broker, S&S Auto Logistics, LLC shall remit and
hereby guarantees payment in full to Carrier for5 service performed regardless of whether
S&S Auto Logistics, LLC’s customer can or will pay S&S Auto Logistics, LLC. However, in no
event shall Carrier bill S&S Auto Logistics, LLC’s customer or take any other action against
them without S&S Auto Logistics, LLC’s prior written consent.

a. Alternate freight terms may be agreed to from time to time. If carrier desires
alternate terms; carrier agrees to submit the request in writing and Agent/Broker
will consider implementation. Any alternate terms will be ultimately agreed to in
writing by both parties


11. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Carrier is an independent contractor under this Agreement. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party. This agreement is not exclusive by either party.
Additionally, S&S Auto Logistics, LLC is free to utilize the services of any other carrier and Carrier is not required to accept any shipment tendered by S&S Auto Logistics, LLC hereunder. However, by accepting any shipment, Carrier agrees to comply with this Agreement, applicable schedules and customer service requirements, and any delivery deadline requested by S&S Auto Logistics, LLC or its customer. Carrier
specifically acknowledges that S&S Auto Logistics, LLC or its customers may designate certain shipments at “critical”, “hot” or otherwise as time sensitive, and that if Carrier accepts such shipment, Carrier will make best effort to comply with such delivery requirements.

12. Furthermore, Carrier acknowledges that S&S Auto Logistics, LLC’s customers are a valuable
business asset of S&S Auto Logistics, LLC. Therefore, for the value received, Carrier agrees
that during the term of this agreement or for one year thereafter, Carrier will not directly or
indirectly (1) solicit or back-solicit any S&S Auto Logistics, LLC customer, or (2) perform
transportation services, without S&S Auto Logistics, LLC’s participation or prior written
consent, for any S&S Auto Logistics, LLC customer for whom Carrier has been tendered or
offered freight hereunder. If Carrier believes it has a prior relationship or circumstance with
any S&S Auto Logistics, LLC customer that justifying an exemption from these restrictions,
Carrier should request and obtain a written waiver signed by an S&S Auto Logistics, LLC
Executive Officer before Carrier performs any transportation services for such customer.
Except to the extent Carrier seeks and obtains such an exemption, Carrier agrees that these
restrictions are necessary and reasonable to protect S&S Auto Logistics, LLC’s legitimate
business interest, and Carrier agrees to pay S&S Auto Logistics, LLC 5% of freight charges for
each and every shipment transported in violation of this provision.

13. Carrier’s transportation delay or nonperformance may be excused to the extent caused by
fire, flood, explosion, war, Act of God or other similar cause beyond Carrier’s control and
without Carrier’s fault or negligence.

14. Carrier contractually assumes the liability of a common carrier under 49 U.S.C. 14706(a) for
the full actual value of lost or damaged freight, unless otherwise agreed by written schedule
hereto issued or signed by S&S Auto Logistics, LLC. Any other purported cargo liability
limitation or exclusions (e.g., in Carrier’s rules tariffs, shipping documentation, etc.) shall be
ineffective. Procedurally, all freight claims will be handled in accordance with the freight and
cargo claim procedures of Uniform Straight Bill of Lading and the federal freight claim
regulations (currently 49CFR 370 et seq.) in effect on the date of this Agreement and shall
be governed by the time limitations thereunder. Upon request of S&S Auto Logistics, LLC or
its customer, Carrier will not salvage damage freight, but shall return it to S&S Auto
Logistics, LLC’s customer at said customer’s expense.

15. Except as required by law or upon S&S Auto Logistics, LLC’s prior written consent, neither
this agreement’s terms or provision, nor any shipping rates or other information pertaining
to shipments hereunder, nor any of S&S Auto Logistics, LLC’s or its affiliates or customer
confidential, business or proprietary information shall be disclosed by Carrier to persons
other than Carrier’s employees and agents in the ordinary course of Carrier’s business, nor
shall such information be used for any purpose other than providing service to S&S Auto
Logistics, LLC and S&S Auto Logistics, LLC’s customers hereunder.

16. Carrier acknowledges that shipments and good tendered to S&S Auto Logistics, LLC may
belong to S&S Auto Logistics, LLC’s customers or their consignors/consignees, not S&S Auto
Logistics, LLC, regardless of whether S&S Auto Logistics, LLC issues or is named in any bill of
lading or other shipping documentation. Accordingly, Carrier warrants that its cargo
responsibility, liability and insurance hereunder shall run and inure to the benefit of S&S
Auto Logistics, LLC’s customer and their consignors/consignees as well as to S&S Auto
Logistics, LLC itself, and Carrier covenants that S&S Auto Logistics, LLC’s customers may
assert cargo claims directly against Carrier without S&S Auto Logistics, LLC’s involvement or
joinder.

17. This agreement shall be effective for an initial period of (1) year from the date hereof, and
shall automatically renew from year to year thereafter. Either S&S Auto Logistics, LLC or
Carrier may terminate this Agreement at any time, with or without cause upon the least
thirty (30) days prior written notice to the other, but any obligations accruing prior to the
termination or expiration hereof, or which by their nature would survive same (including but
not limited to Carrier’s indemnity obligations and the parties’ forum selection agreement)
shall survive any cancellation, termination or expiration of this Agreement. No modification
or waiver of this Agreement or any term thereof shall be effective unless in writing.

18. This Agreement, including all transactions, documents and exhibits, schedules, attachments, and appendices attached or relating to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of Missouri, United States of America, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of Missouri. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all Individual Shipment Transaction documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the courts of the State of Missouri, sitting in the County of Miller, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

19. Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
20. In the event of any litigation, arbitration, mediation, dispute resolution, or other legal process between the Parties, and unless otherwise agreed to in writing, it is agreed that the prevailing party shall be entitled to recover its attorney’s fees, costs, expenses, and interest at the highest lawful rate on all such judgments or awards granted in favor of the prevailing party.
21. Carrier may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other party]. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement.
22. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party.
22. In case of any inconsistency between this Agreement and any schedule or other agreement
by or between these parties, this Agreement’s terms shall control, unless the parties expressly and specifically agree otherwise in writing, with specific reference to this Agreement this Agreement is a product of mutual negotiation of the parties, and accordingly, no provisions shall be construed against on party in favor of another party merely because of draftsmanship.