New Carrier Set Up Packet

Thank you for your interest in Taye Logistics LLC. In order to qualify, you

• will need the following documents:
• Signed Broker-Carrier Agreement—please fill out completely and sign

• Completed W9 (a blank W9 is included in the packet if needed)

• Worker’s Compensation Insurance Copy

• Copy of MC Authority Document

• New carrier profile (attached)

• Safety rating documentation (if available)

• Certificate of Insurance with: oCertificate Holder listed as Taye Logistics LLC 1229 E Pleasant Run Rd Ste 127, Desoto, TX 75115 **One (1) Million Auto Liability and $100,000 Cargo Insurance is REQUIRED** For your convenience, documentation can be emailed to taye@tayelogistics.com with the subject

“New Carrier Setup.” Please include your business name. You can also mail documentation to the below address:

Taye Logistics LLC C/O: Taye Daniels 1229 E Pleasant Run Rd Ste 127 Desoto, TX 75115

We look forward to working with you!

New Carrier Setup Packet Contents:

Intro/Setup Page Taye Logistics LLC Company Information Carrier Profile Taye Logistics LLC Authority Taye Logistics LLC Bond Form Workers Compensation Election Broker-Carrier Agreement Carrier Payment Blank W9 (if needed)

Page 1 Page 2 Page 3 Page 4 Pages 5 - 6 Page 7 Pages 8 – 18 Pages 19 – 21 Pages 22 – 28

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Taye Logistics LLC Company Profile

Taye Logistics LLC 1229 E Pleasant Run Rd Ste 127 Desoto, TX 75115 Ph: 877-829-3552

INVOICES VIA EMAIL: taye@tayelogistics.com

PFA Transportation Insurance & Surety Services 22601 N. 19th Av Ste. 202 Phoenix, AZ 85027 P: 623-209-2600 x638

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

List Number of Trailers by Type:

**This information will be used to help us determine future opportunities that may exist based on services your company provides.

**If your Account Receivables department is different than your physical address, or if you are using a factoring company, please complete the below:

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

A Federal Agency may not conduct or sponsor, and a person is not required to respond to, nor shall a person be subject to a penalty for failure to comply with a collection of information subject to the requirements of the Paperwork Reduction Act unless that collection of information displays a current valid OMB Control Number. The OMB Control Number for this information collection is 2126-0017. Public reporting for this collection of information is estimated to be approximately 10 minutes per response, including the time for reviewing instructions, gathering the data needed, and completing and reviewing the collection of information. All responses to this collection of information are mandatory. Send comments regarding this burden estimate or any other aspect of this collection of information, including suggestions for reducing this burden to: Information Collection Clearance Officer, Federal Motor Carrier Safety Administration, MC-RRA, Washington, D.C. 20590.

United States Department of Transportation Federal Motor Carrier Safety Administration

Broker’s or Freight Forwarder’s Trust Fund Agreement under 49 U.S.C. 13906

KNOW ALL MEN BY THESE PRESENTS, that we, Taye Logistics LLC , (Name of Broker or Freight Forwarder)

, of 116 Wesley Dr Desoto, TX 75115 (Street)(City)(State)(Zip)

, as TRUSTOR (hereinafter called Trustor), and Pacific Financial Association, Inc. (Name of Trustee)

a financial institution created and existing under the laws of the State of California as TRUSTEE (hereinafter called Trustee) (State)

hold and firmly bind ourselves and our heirs, executors, administrators, successors, and assigns, jointly and severally, firmly by these presents.

WHEREAS, the Trustor is or intends to become either a Broker or a Freight Forwarder pursuant to the provisions of the Title 49 U.S.C. 13904,

and the rules and regulations of the Federal Motor Carrier Safety Administration (FMCSA) relating to insurance or other security for the protection of motor carriers and shippers, and has elected to file with the Federal Motor Carrier Safety Administration such a Trust Fund Agreement as will ensure financial responsibility and the supplying of transportation subject to the ICC Termination Act of 1995 in accordance with contracts, agreements, or arrangements therefor, and WHEREAS, this Trust Fund Agreement is written to assure compliance by the Trustor as either a licensed Broker or a licensed Freight

Forwarder of Transportation by motor vehicle with 49 U.S.C 13906(b), and the rules and regulations of the Federal Motor Carrier Safety

Administration, relating to insurance or other security for the protection of motor carriers or shippers, and shall inure to the benefit of any and all motor carriers or shippers to whom the Trustor may be legally liable for any of the damages herein described. NOW, THEREFORE, the trustor and trustee, to accomplish the above, agree as follows: 1.Trustee agrees that payments made pursuant to the security provided herein to shippers and motor carriers pursuant to this Agreement will be made exclusively and directly to shippers or motor carriers that are parties to contracts, agreements or arrangements with Trustor. 2.Trustee agrees that the protection afforded to shippers and motor carriers hereby will continue until any and all claims made by shippers or motor carriers for which Trustor may be legally liable have been settled or until the funds deposited by Trustor pursuant to this Agreement have been exhausted, whichever comes first. 3.The parties hereto acknowledge and certify that said Trustee shall exclusively manage the security and trust fund, as herein set forth, and shall have legal title to the security and trust fund, pursuant to the terms and conditions as set forth in this agreement. Further, the parties hereto, and the said Trustee, as evidenced by their signatures to this agreement, acknowledge and certify that (a) said Trustee, neither has nor expects to have any interest, financial, proprietary, or otherwise, whatsoever, in Trustor; and (b) said Trustor, neither has nor expects to have any interest, financial, proprietary, or otherwise, whatsoever, in Trustee. 4.Trustee acknowledges the receipt of the sum of Seventy Five Thousand Dollars ($75,000) for a Broker or Freight Forwarder, to be held in trust under the terms and conditions set forth herein. 5.Trustee may, within its sole discretion, invest the funds comprising the corpus of this trust fund consistent with its fiduciary obligation under applicable law. 6.Trustee shall pay, up to a limit of Seventy Five Thousand Dollars ($75,000) for a Broker or Freight Forwarder, directly to a shipper or motor carrier any sum or sums which Trustee, in good faith, determines that the Trustor has failed to pay and would be held legally liable by reason of Trustor’s failure to perform faithfully its contracts, agreements, or arrangements for transportation by authorized motor carriers, made by Trust or while this agreement is in effect, regardless of the financial responsibility or lack thereof, or the solvency or bankruptcy, of Trustor. 7.In the event that the trust fund is drawn upon and the corpus of the trust fund is a sum less than Seventy Five Thousand Dollars ($75,000) Brokers or Freight Forwarders, Trustor shall, within thirty (30) days, replenish the trust fund up to Seventy Five Thousand

Dollars ($75,000) Brokers or Freight Forwarders by paying to the Trustee a sum equal to the difference between the existing corpus of the trust fund and Seventy Five Thousand Dollars ($75,000) Brokers or Freight Forwarders. 8.Trustee shall immediately give written notice to the FMCSA of all lawsuits filed, judgments rendered, and payments made under this trust agreement and of any failure by Trustor to replenish the trust fund as required herein. 9.This agreement may be canceled at any time upon thirty (30) days written notice by the Trustee or Trustor to the FMCSA on the form printed at the bottom of this agreement. The thirty (30) day notice period shall commence upon actual receipt of a copy of the trust fund agreement with the completed notice of cancellation at the FMCSA’s Washington, DC office. The Trustee and/or Trustor specifically agrees to file such written notice of cancellation. 10.All sums due the Trustee as a result, directly or indirectly, of the administration of the trust fund under this agreement shall be billed directly to Trustor and in no event shall said sums be paid from the corpus of the trust fund herein established. 11.Trustee shall maintain a record of all financial transactions concerning the Fund, which will be available to Trustor upon request and reasonable notice and to the FMCSA upon request.

12.This agreement shall be governed by the laws in the State of Arizona, to the extent not inconsistent with the rules and regulations of the FMCSA.

This trust fund agreement is effective day 17 of December, 2 0 2 0 , 12:01 a.m., standard time at the address of the Trustor as stated

herein and shall continue in force until terminated as herein provided. Trustee shall not be liable for payments of any of the damages hereinbefore described which arise as the result of any contracts, agreements, undertakings, or arrangements made by the Trustor for the supplying of transportation after the cancellation of this Agreement, as herein provided, but such cancellation shall not affect the liability of the Trustee for the payment of any such damages arising as the result of contracts, agreements, or arrangements made by the Trustor for the supplying of transportation prior to the date such cancellation becomes effective.

IN WITNESS WHEREOF, the said Principal and Surety have executed this instrument on day 11 of December, 2 0 2 0 .

Pacific Financial Association, Inc.

12707 High Bluff Dr. Ste. 200, San Diego

STREET ADDRESS,                 CITY

TX, 75115, 469-693-2167 STATE, ZIP PHONE

CA, 92130, 800-595-2615 STATE           ZIP                 PHONE

Sheunta Daniels (type or print Principal officer's name)

Daniel J. Larson, CEO (type or print Principal officer's name and title)

(Principal officer's signature)

(Principal officer's signature)

This is to advise that the above Trust Fund Agreement executed on the

Only financial institutions as defined under 49 CFR 387.307(c) may qualify to act as Trustee. Trustee, by the above signature, certifies that it is a financial institution and has legal authority to assume the obligations of Trustee and the financial ability to discharge them.

day of , is hereby cancelled as

security in compliance with the FMCSA security requirements under 49 U.S.C.

13906(b) and 49 CFR 387.307, effective as of the day of

, , 12:01 a.m., standard time at the address

of the trustor, provided such date is not less than thirty (30) days after the actual receipt of this notice by the FMCSA.

Signature of Authorized Representative of Trustee or Trustor

Filings must be transmitted online via the Internet at http://www.fmcsa.dot.gov/urs.

Workman’s Compensation Certificate of Election

This is to certify that the firm named below has elected not to cover its owners, partners, or

officers under the workers’ compensation laws of the State of

firm named below certifies that it has no employees. The firm below certifies that it uses no independent contractors. Based upon the election not to cover owners, partners or officers, the fact that there are not other employees and that no independent contractors are used, a workers’ compensation policy is not purchased.

The firm named below promises, in consideration for work received from Client, that if the owners, partners or officers choose to change their election, if any employee is hired or if any contractor is used, then a certificate of insurance evidencing workers’ compensation coverage will be furnished prior to the commencement of any work.

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WHEREAS, Broker is duly licensed as a property broker to arrange for the transportation of property by motor carrier under permit MC-924859 issued by the Federal Motor Carrier Safety Administration

WHEREAS, Carrier is a duly licensed motor carrier which has been issued an operating authority by the FMCSA (or its predecessor, the ICC) 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(b1) 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:

Description of Services – During the term of this Agreement, Broker agrees to tender to Carrier on a

non-exclusive basis, and Carrier agrees to accept from Broker, from time-to-time, shipments consisting of certain goods for transport between points within North America. 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, 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.

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 general commodities freight for interstate and intrastate transport in the United States. Carrier further represents and warrants that Exhibit A, attached hereto is 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. 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

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any governmental charges necessary to allow the Carrier to provide the Services set forth this Agreement.

3.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 of 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.

4.Carrier’s Operating Responsibilities – Carrier will be responsible for the procuring and 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 any country, and if applicable, state, province or territory through which Broker’s cargo will be transported, which, for purposes of this Agreement, shall mean the (a) safety rating system established by the Federal Motor Carrier Safety Administration ("FMCSA"), for motor carriers operating in the United States and/or (b) for motor carriers operating in Canada, the safety rating system established under the National Safety Code ("NSC") Safety Fitness Certificate issued by the Canadian province or territory where Carrier’s vehicles are base-plated. 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 substantively 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 and a substantively equivalent rating under the Carrier’s NSC Safety Fitness Certificate, for its operations within Canada. 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.

To the extent that any shipments subject to this Agreement are transported within the State of California on refrigerated equipment, Carrier, on behalf of shipper, consignee and broker interests, warrants that it shall only utilize equipment which is in full compliance with the California Air Resources Board (ARB) TRU ACTM in-use regulations. Carrier shall be liable to Broker for any penalties, or any other liability, imposed on, or assumed by Broker due to penalties imposed on Broker’s customer because of Carrier’s use of non-compliant equipment.

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

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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.

5.Receipts – Each shipment will be evidenced by a written form initiated by the consignor at the point of

origin of the shipment in a form acceptable to Broker, and will be legibly signed by the Carrier showing the kind and quantity of the commodity received at the loading point(s) specified. Such form will be evidence of receipt of such commodities by Carrier in apparent good order and condition or as may be otherwise noted on the face of such form. In the event that a bill of lading is issued for any shipment its purpose shall be only to evidence the receipt of the cargo. Shipper will not be bound by the terms and conditions on such bill of lading reciting the rate, classification, rules or practices which limit Carrier’s liability. Any unauthorized alteration or use of bills of lading or other shipping documents or use of any bill of lading not acceptable to Broker shall void the Broker's and its customers' obligation to make any payments to Carrier relating to the shipment and void all rate quotes.

In the event that the Broker’s name is inserted in a bill of lading or any other shipping documentation, such insertion shall not change Broker’s status as a property broker or Carrier’s status as a motor carrier.

Upon acceptance of the shipment, Carrier shall assume liability for the cargo until proper delivery is made to the consignee. Carrier will obtain a delivery receipt signed by the consignee at the time of delivery showing the kind, quantity and condition of the commodity delivered at the specified destination and the time of delivery. Absence or loss of any such documents will not relieve the Carrier of responsibility for freight accepted by it. In the event any term or provision contained in such documents conflict in any way with any term or provision of this Agreement, the terms and provisions of this Agreement will take precedence and control.

6.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 "actual loss" as defined in Section 9 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. 7.Rates - Carrier agrees to transport shipments tendered by Broker at the rates and charges as set

forth in Broker's "Load and Rate Confirmation," which shall be signed by Carrier and transmitted by Carrier to Broker by email (or other electronic means), for each shipment accepted by Carrier under this Agreement. Carrier and Broker agree that any tariff rates, accessorial charges, rules and regulations established and/or published by Carrier shall not apply to any shipment tendered under this Agreement unless specifically agreed to by Carrier and Broker, in writing. Any change in rates, charges, or rules and regulations shall be mutually agreed to and confirmed in writing, signed by both parties.

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Rate Confirmation Sheets shall be deemed to be accepted amendments to this Agreement. Due to document storage considerations, the Rate Confirmation Sheet need not be attached to the original Agreement but may be kept with the shipping papers that are retained as to the individual shipment. The same requirements of retention and availability to inspection that apply to the written agreement shall apply to the Rate Confirmation Sheet. If either party disputes the accuracy of the amended rate, that party shall, within 24 hours of receipt of it, notify the other party, and a disputed rate shall not become an amended rate until agreed to by both parties.

8.Payment - Carrier authorizes Broker to invoice Broker’s customers for services provided by Carrier.

Carrier agrees to invoice Broker, and only Broker, and acknowledges that Broker is the sole party responsible for payment of its invoices and assigns Broker all its rights to collect freight charges from Broker's customer or any responsible third party upon receipt of payment of its freight charges from Broker. Under no circumstance, shall Carrier seek payment from Broker’s customers, the consignor, any consignee, or any entity other than Broker. Payment of the freight charges by Broker to Carrier shall relieve shipper, receiver, consignor, or consignee of any liability to the Carrier for non-payment of charges.

Broker agrees to pay Carrier for the transportation of shipments under this Agreement in accordance with the rates described herein, within thirty (30) days of receipt of Carrier’s invoice and signed delivery document covering such transportation; provided, however in the event a shipment is the subject of cargo shortage/loss, damage or delay Broker reserves the right to withhold payment to Carrier for the shipment in question until the cargo shortage/loss, damage, or delay issue is resolved with Broker’s customer. Broker reserves the right to deduct an amount equal to the shortage/loss, damage/spoilage, or delay claim resulting from the negligence or alleged negligence on the part of the Carrier, its agents, servants, or employees. Broker shall furnish to Carrier a written explanation and itemization of all deductions computed at the time deductions are made. Further, compensation paid under this Agreement may be withheld, in whole or in part, by Broker to satisfy any obligation paid by Broker which is the financial responsibility of Carrier.

9.Cargo Loss, Damage, and Delay

(a)Carrier shall be liable to Broker and Broker’s customers, for the actual loss of, damage to, or delay of Broker’s customers’ freight, while under the Carrier’s care, custody, or control according to the provisions of 49 U.S.C. Section 14706. The term "actual loss" shall mean the full invoice price charged by Broker’s customer to its customers for the kind and quantity of product lost, damaged or destroyed, plus freight charges (unless included in the invoice price), less salvage value, if any, subject to a limitation of liability set forth in Appendix 1, unless otherwise agreed upon between Broker and Carrier in writing.

The liability of Carrier for delay in delivering a shipment shall be the greater of either the

full actual value of the cargo or those damages that are reasonably foreseeable. No limitation of liability will apply as to delay. Carrier will have no lien or will accordingly waive its right to any lien upon any shipment of Shipper’s cargo or portion thereof.

(c)Except as set forth below in this Subsection (b), Carrier agrees that the provisions contained in 49 CFR Part 370, shall govern the processing of claims for loss, damage, or delay to property and the processing of salvage.

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(i)Carrier shall immediately notify Broker of any cargo damage, shortage/loss, or delay. Failure to comply with this notice provision shall void any limitation of liability and cause Carrier to be responsible for full liability of any damages or shortages of a shipment based on the "actual loss" as defined in Section 9(a) above without regard to Broker’s customer’s ability to mitigate damages.

(ii)The determination regarding the acceptability and/or salvageability of any food product intended for human consumption transported by Carrier shall be within the sole discretion of Broker’s customer and shall be binding on Carrier;

(iii)The determination regarding the salvageability of any damaged cargo (other than food products) shall be determined by Broker’s customer and Carrier shall be liable for all costs and expenses associated with Broker’s customer’s mitigation of damages including any inspection; storage; preparation of the cargo for reshipping; and the reshipping, if applicable.

(iv)Claims based on concealed loss/damage reported to Carrier by Broker within five (5) business days of the date of delivery will be treated as though an exception notation had been made on the delivery receipt at the time of delivery.

(v)It is the obligation of Carrier to properly inspect cargo upon the discovery of damage. In the event Carrier fails to inspect the cargo within five (5) business days of the date Carrier becomes aware of the damage, or upon receipt of the goods to be returned to the consignor because of the damage, whichever is earlier, Carrier waives its rights to inspect the goods and agrees to be bound by the fact presented by claimant.

(vi)Carrier shall not sell, or attempt to sell, Broker’s customer’s freight for salvage or otherwise without Broker’s customer’s prior written authorization. For any damaged product which Broker’s customer permits Carrier to resell, Broker’s customer will have the right to remove all identifying marks and labels on such product.

(vii)If the cargo is able to be repaired and restored to good marketable condition, Carrier will be liable for the costs of repairs including the costs of all labor and other necessary expenses, not to exceed the actual value of the kind and quality of product damage.

(viii)Failure of Carrier to pay, decline or offer settlement within thirty (30) days of receipt of the claim shall be deemed an admission by Carrier of full liability of the amount claimed and a material breach of this Agreement. 10.Term - The term of this Agreement shall be for a period of one (1) year from the Effective Date set

forth above and shall automatically renew for additional one (1) year periods, unless terminated pursuant to Section 11 below.

11.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.

12.Insurance - Carrier shall procure and maintain at all times during the term of this Agreement, at its

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sole cost and expense, with reputable and financially responsible insurance carriers the following insurance coverages in not less than the amount specified below. Such amounts merely suggest minimum coverages and are not intended to establish any limitations of Carrier's liability for its acts or omissions. Additionally, the exclusions that may be contained in any of Carrier's insurance policies shall not exonerate Carrier from liability. (a)Commercial Auto Liability Insurance insuring against liability for injury to persons, including injuries resulting in death, environmental restoration and loss or destruction of or physical damage to property, including any vehicle or other equipment furnished by the shipper for and in connection with the transportation services the Carrier renders, in a combined single limit of not less than $1,000,000.00 per occurrence;

(b)Cargo Insurance insuring Carrier against liability for loss or damage to commodities while in the custody, possession or control of Carrier in an amount not less than $100,000.00 per shipment which policy shall not contain any exclusions for negligent acts, infidelity, fraud, dishonesty, or criminal acts of Carrier's employees, agents, contractors, officers or directors; and

(c)Workers’ compensation insurance for Carrier’s employees in accordance with statutory requirements for all applicable jurisdictions.

If Carrier’s insurance is threatened to be, or is, terminated, cancelled, suspended, reduced, or revoked, Carrier must immediately notify Broker. Carrier shall provide Broker certificates or other evidence of the foregoing insurance coverages upon request by Broker. 13.Indemnification - Carrier shall defend, indemnify and hold harmless Broker and Broker’s

customers, their respective officers, directors, employees, agents, representatives, vendors and customers against any and all claims, demands, actions, causes of action and/or liabilities (actual, potential, threatened or pending) judgments, fines, penalties, orders, decrees, awards, costs, expenses, including attorneys' fees, settlements and claims on account of:

(a)Loss or damage to property (other than cargo), or personal injury, including death, which may be sustained by the parties, their employees or third parties, arising out of or in connection with Carrier's performance of the services set forth herein;

(b)Loss, damage or delay in transit as to all goods which Carrier receives through Broker for transport according to Rate Confirmation Sheet, until Carrier delivers such goods and the same are signed for by the consignee; (c)Carrier's breach of any of its representations, warranties and/or covenants in this Agreement; and

(d)Carrier's failure to comply with workers' compensation requirements or any claim for workers' compensation asserted against Broker or its customer by Carrier's employees, or their personal representatives. This provision will not be construed in any circumstance to constitute an indemnification contrary to any government law that prohibits indemnification against loss, liability, cost or expenses incident thereto, caused by the negligence of such indemnity. Exclusions in Carrier’s insurance coverage(s) shall not exonerate Carrier from this liability.

14.Confidentiality - As part of the business relationship between Broker and Carrier, either party may

be in or come into possession of information or data which constitutes trade secrets, know- how, confidential information, marketing plans, pricing, or anything else otherwise considered proprietary or secret by the other ("Confidential Information" In consideration of the receipt of such Confidential

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Information and potential business, each party agrees to protect and maintain such Confidential Information in the utmost confidence, to use such Confidential Information solely in connection with their business relationship, and to take all measures reasonably necessary to protect the Confidential Information.

Carrier agrees that Broker's charges to its customers are confidential and need not be disclosed to Carrier. Carrier specifically waives any rights it may have under 49 CFR § 371.3. Except as may be required by law, the terms and conditions of the Agreement and information pertaining to any Services will not be disclosed by either party to any other persons or entities, except to the directors, officers, employees, authorized contractors, attorneys, and accountants of each party. This mutual obligation of confidentiality will remain in effect during the terms of the Agreement and for a period of two years following any termination.

15.Non-Solicitation - Carrier agrees that during the term of this Agreement and for a period of two (2)

years from the date of termination of this Agreement, that neither Carrier nor any employee, officer, director, agent or otherwise of Carrier, shall directly or indirectly solicit traffic from any Broker, consignor, consignee, or customer of the Broker where (a) the availability of such shipments first became known to Carrier as a result of Broker’s efforts; or (b) the shipments of the consignor, consignee, or customer of the Broker was first tendered to the Carrier by the Broker.

In the event Carrier violates the terms of this Section 15 and back-solicits Broker’s customers and obtains traffic from such customers, Broker is then entitled, for a period of twelve (12) months after the traffic first begins to move, to a commission from the Carrier of fifteen percent (15%) of the transportation or revenue received on the movement of traffic. Carrier understands and agrees that the provisions of the aforementioned covenant not to compete are reasonable as to scope, duration, and geographic area, in light of the mutual promises and other valuable consideration the parties have agreed to in this Agreement. Further, Carrier agrees that any violation of the covenant not to compete will cause irreparable injury to Broker, and that Broker will be entitled to a restraining order and an injunction to stop the back-solicitation of traffic.

16.Dispute Resolution – Except as set forth in subsections (di) and (dii) below, any claim, dispute

or controversy including, but not limited to, the interpretation of any federal statutory or regulatory provisions purported to gain compass by this Agreement; or enforcement of any statutory rights emanating or relating to this Agreement shall be resolved on an individual basis (and not as part

of a class action) exclusively between Broker and Carrier.

The proceedings will be conducted under the rules of (select one):

American Arbitration Association ("AAA"); or

sole discretion. The Parties may however agree between themselves that the arbitration proceedings may be conducted outside of the administrative control of the TAM, AAA or ADR. Any arbitration proceedings under this Agreement shall be governed by the following rules:

(a)A written demand for arbitration must be mailed to the other Party within Eighteen (18) months of the occurrence of the claim breach other than giving rise to the controversy or claim. Failure to make such timely demand for arbitration shall constitute an absolute bar to the institution of any proceedings and a waiver of any claim. The demand for arbitration shall identify the provision(s) of this Agreement alleged to have been breached and shall state the issue to be submitted to arbitration and the remedy sought. The demand for arbitration will be forwarded to the arbitration service selected through agreement of the Parties, as outlined above, or as selected by Broker and the proceedings shall be conducted at the office of TAM,

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

AAA or ADR nearest DeSoto, Texas, or such other place as mutually agreed upon in writing. The arbitration may be conducted by conference call or video conferencing upon agreement of the Parties, or as directed by the acting arbitration association. The decision of the arbitrator(s) shall be binding and final and the award for the arbitrator may be entered as judgment in any court of competent jurisdiction. A rational and reasoning of the decision of the arbitrative(s) shall be fully explained in a written opinion. (b)As to any dispute or controversy which under the terms of this Agreement is a proper subject of arbitration, no suited law or in equity based on such dispute or controversy shall be instituted by either party other than a suit to conform, enforce, vacate, modify or correct the award of the arbitrator(s) as provided by law; provided, however, that this clause shall not limit Broker's right to obtain any provision or remedy including, without limitation, injunctive relief, writ for recovery of possession or similar relief from any court of competent jurisdiction, as may be necessary and Broker's sole judgment to protect its rights.

(c)General pleadings and discovery processes related to the arbitration proceeding shall comply with the federal rules of civil procedure. The provisions of this Section 16 shall not apply to the enforcement of the award of arbitration.

(d)This arbitration provision is subject to the two exceptions set forth below.

above, for disputes where the amount in controversy exceeds $3,000, Broker shall hav e the right, but not the obligation, to select litigation in order to resolve any disputes arising hereunder. In the event of litigation, the prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on

Subject to the time limitation set

forth above, for disputes where the amount in controversy does not exceed $3,000, Broker shall have the right, but not the obligation, to select litigation in small claims court order to resolve any disputes arising hereunder. The prevailing Party shall be entitled to recover costs, expenses and reasonable attorney fees, including but not limited to any incurred on appeals.

(iii)Venue, controlling law, and jurisdiction in any legal proceedings under Subparagraphs (i) or (ii) above shall be in Dallas County, Texas. 17.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.

18.Waiver/Enforceability - 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. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving Party. The unenforceability of a provision of this Agreement or portion thereof will not affect the enforceability of any other provision of this Agreement or portion thereof.

19.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

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

oral or written representations and agreements.

20.Governing Law - This Agreement is to be construed according to federal law governing

transportation and the laws of the State of Texas and the parties hereby stipulate the exclusive jurisdiction of the courts situated in Dallas County, Texas, or the U.S. District Court for the Northern District of Texas. If any part of this Agreement is determined to be contrary to law, such determination shall not affect the validity of any other terms or conditions. Carrier shall pay all costs, expenses and attorney fees which may be expended or incurred by Broker or Broker’s customer in successfully enforcing this Agreement or any provision thereof, or in exercising any right or remedy of Broker or its customers against Carrier, or in any arbitration or litigation incurred by Broker because of any act or omission of Carrier under this Agreement.

21.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 Broker: Taye Logistics LLC 1229 E Pleasant Run Rd Ste 127 Desoto, TX 75115 Attn: Taye Daniels Facsimile:

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

22.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.

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

Printed Name: Sheunta "Taye" Daniels

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Absent a written agreement between Broker and Carrier to the contrary, the cargo liability of any Carrier contracted by Broker to transport Broker's customer's freight shall be subject to the following limitations: (a)$25.00 per pound, per package for less than truckload ("LTL") shipments (ground shipments up to 20,000 lbs; (b)$100,000.00 per truckload shipment; or

(c)$100.00 per package for shipments if a parcel carrier unless a higher value is declared at the time of tender and a greater charge paid as provided in the parcel carrier's general rules tariff.

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Taye Logistics LLC offers a variety of quick payment options, available for a minimal discount. Please take a moment to complete our Quick Payment Options Agreement,

and we will provide payment remitted in two to 30 business days.1

To be eligible for Quick Pay, we must receive the following:

• A completed Quick Pay agreement form for each invoice submitted.
• Your invoice for the contracted amount.
• Non‐exception delivery documents signed by the consignee and driver.

***Please do not submit the Quick Pay form until you have all the required documents*** Please contact the Taye Logistics LLC Accounts Payable Department at 877-829-3552 for more information. Sincerely, Taye Daniels

Taye Logistics LLC 1229 E Pleasant Run Rd Ste 127 Desoto, TX 75115

1Required paperwork must be submitted by email to Taye Logistics LLC by 11:00AM EST to be processed for that day. QuickPay via check is processed and paid Monday‐Friday only, excluding holidays.

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Quick Payment Options Agreement

This form represents an agreement between Taye Logistics LLC and

selected on this form. By submitting this form, the undersigned acknowledges that this invoice has not been factored or sold to another party.

To be eligible for Quick Pay, we must receive with this form your invoice for the

contracted amount along with non‐exception delivery documents signed by the

consignee and driver. A completed Quick Payment Agreement Form must be submitted for each invoice. Invoice Information:

Select from the options below to sign‐up for the Taye Logistics LLC Quick Payment program. After making your selection, please sign and email to taye@tayelogistics.com

QuickPay with a 5% discount upon receipt of invoice, rate confirmation, signed bills of lading

OF REQUIRED PAPERWORK – no fee

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Quick Payment Options Agreement

Taye Logistics LLC will honor your quick pay for all invoices submitted in good standing until written notice to cancel this agreement is receive by either party. This agreement will become an addendum to the “Broker Carrier” contract previously agreed to by the carrier and Taye Logistics LLC may at any time make changes to this agreement for the conduct of its business, as it may, in its judgment, deem necessary or desirable. This agreement may be cancelled at any time. Any such amendments or cancellations will be effective after notice of the amendments has been made to the participating parties. Please provide the following information:

1229 E Pleasant Run Rd Ste 127 | Desoto, TX 75115 tayelogistics.com | 877-829-3552

Form W-9 (Rev. October 2018) Department of the Treasury Internal Revenue Service

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give Form to the requester. Do not send to the IRS.

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

2 Business name/disregarded entity name, if different from above

3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes.

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

Individual/sole proprietor or single-member LLC

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single-member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner.

Exemption from FATCA reporting code (if any)

Specific Instructions Other (see instructions)

(Applies to accounts maintained outside the U.S

See 5 Address (number, street, and apt. or suite no See instructions.

Requester’s name and address (optional)

7 List account number(s) here (optional)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

or Employer identification number

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

• returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)

Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information

• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loaninterest),

• 1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

• By signing the filled-out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting, later, for further information. Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
• An individual who is a U.S. citizen or U.S. resident alien;
• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;
• An estate (other than a foreign estate); or
• A domestic trust (as defined in Regulations section 301.7701-7 Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners’ share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income. In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States.
• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;
• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and
• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items. 1.The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2.The treaty article addressing the income. 3.The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4.The type and amount of income that qualifies for the exemption from tax. 5.Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1.You do not furnish your TIN to the requester, 2.You do not certify your TIN when required (see the instructions for Part II for details), 3.The IRS tells the requester that you furnished an incorrect TIN, 4.The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5.You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information. Also see Special rules for partnerships, earlier.

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

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

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

IF the entity/person on line 1 is a(n) . . .

• Individual
• Sole proprietorship, or
• Single-member limited liability company (LLC) owned by an individual and disregarded for U.S. federal tax purposes.

Individual/sole proprietor or single- member LLC

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return. If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. a.Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name. Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

• LLC treated as a partnership for U.S. federal tax purposes,
• LLC that has filed Form 8832 or 2553 to be taxed as a corporation, or
• LLC that is disregarded as an entity separate from its owner but the owner is another LLC that is not disregarded for U.S. federal tax purposes.

Limited liability company and enter the appropriate tax classification. (P= Partnership; C= C corporation; or S= S corporation)

b.Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or “doing business as” (DBA) name on line 2. c.Partnership, LLC that is not a single-member LLC, C corporation, or S corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2. d.Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2. e.Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a “disregarded entity.” See Regulations section 301.7701-2(c2iii Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, “Business name/disregarded entity name.” If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

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

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Check the appropriate box on line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.
• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.
• Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4. 1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b7) if the account satisfies the requirements of section 401(f2) 2—The United States or any of its agencies or instrumentalities 3— A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities 4—A foreign government or any of its political subdivisions, agencies, or instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession 7—A futures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered at all times during the tax year under the Investment Company Act of 1940 10—A common trust fund operated by a bank under section 584(a) 11— tution A financial insti 12—A middleman known in the investment community as a nominee or custodian 13—A trust exempt from tax under section 664 or described in section 4947

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

THEN the payment is exempt for . . .

M—A tax exempt trust under a section 403(b) plan or section 457(g) plan Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Interest and dividend payments

All exempt payees except for 7

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

Enter your address (number, street, and apartment or suite number This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, write NEW at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Barter exchange transactions and patronage dividends

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Payments over $600 required to be reported and direct sales over $5,000

Generally, exempt payees 1 through 5

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

1 See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a37) B—The United States or any of its agencies or instrumentalities C— A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c1i) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c1i) F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state G—A real estate investment trust H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J— A bank as defined in section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(a1)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below. If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN. Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations. How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/Businesses and clicking on Employer Identification Number (EIN) under Starting a Business. Go to www.irs.gov/Forms to view, download, or print Form W- 7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or SS-4 mailed to you within 10 business days. If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester. Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise. For a joint account, only the person whose TIN is shown in Part I should sign (when required In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier. Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983.

You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during

1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification. 4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations

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

15. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b2iB

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or

distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. Circle the minor’s name and furnish the minor’s SSN. You must show your individual name and you may also enter your business or DBA name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title Also see Special rules for partnerships, earlier. *Note: The grantor also must provide a Form W-9 to trustee of trust. Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

1. Individual 2. Two or more individuals (joint account) other than an account maintained by an FFI 3. Two or more U.S. persons (joint account maintained by an FFI)

The individual The actual owner of the account or, if combined funds, the first individual on

4. Custodial account of a minor (Uniform Gift to Minors Act)

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

6. Sole proprietorship or disregarded entity owned by an individual

7. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b2i)

8. Disregarded entity not owned by an individual

9. A valid trust, estate, or pension trust

• Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund. To reduce your risk:
• Protect your SSN,
• Ensure your employer is protecting your SSN, and
• Be careful when choosing a tax preparer. If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter. If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039. For more information, see Pub. 5027, Identity Theft Information for Taxpayers. Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

10. Corporation or LLC electing

Protect yourself from suspicious emails or phishing schemes.

corporate status on Form 8832 or Form 2553

11. Association, club, religious,

charitable, educational, or other tax exempt organization

Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

12. Partnership or multi-member LLC 13. A broker or registered nominee

The partnership The broker or nominee

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask

taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts. If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338 If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027. Visit www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

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