BROKER/CARRIER AGREEMENT

This Agreement is made and intended to be effective on this day of 09/27/2025 by and between FLEET CONCEPTS INC. with offices located at 10220 SW Greenburg Road, Suite 260, Portland OR 97223, and , with offices located at .

The "PARTIES" for purposes of this Agreement shall include the divisions, subsidiaries, and affiliates of the PARTIES identified herein.

WHEREAS, CARRIER warrants it is a properly licensed motor CARRIER operating pursuant to Permit USDOT# , (a copy of which permit is attached hereto and made a part hereof as Appendix A) and is authorized to provide transportation of property for BROKER;

WHEREAS, BROKER warrants it is a properly licensed broker of property operating pursuant to License USDOT# 2214585 (a copy of which license is attached hereto and made a part hereof as Appendix B). BROKER further warrants that it has posted a Surety Bond in the amount of $75,000 as required by 49 C.F.R. Section 387.307;

WHEREAS, the PARTIES intend that this Agreement govern the transportation services provided hereunder pursuant to 49 U.S.C. Section 14101(b) by providing for specified services under specified rates and conditions as described herein.

NOW THEREFORE, CARRIER and BROKER mutually agree as follows:

1. BROKER agrees to offer for shipment and CARRIER agrees to transport by motor vehicle from and to such points between which service may be required such quantities of authorized commodities as the BROKER may require, subject to the CARRIER' s availability of suitable equipment.

2. BROKER agrees to offer to CARRIER for transport a series of shipments consisting of at least one (1) shipment during the life of this Agreement, subject to the ability of CARRIER to provide suitable equipment, and CARRIER agrees to provide the necessary equipment requested and competent and properly licensed personnel to preserve, protect, and safely transport all cargo with reasonable dispatch in accordance with the scheduled pickup and delivery requirements.

3. CARRIER agrees to maintain and shall furnish to BROKER Certificates of Insurance or Insurance policies providing thirty (30) days advance written notice of cancellation or termination, and unless otherwise agreed, subject to the following minimum limits: General Liability $1,000,000.00; Motor Vehicle (including hired and non-owned vehicles) $1,000,000.00; Cargo damage/loss $100,000.00; Workers compensation with limits required by law. The Insurance policies shall comply with minimum requirements of the Federal Motor Carrier Safety Administration and any other applicable state agency. Nothing in this Agreement shall be construed to avoid or limit CARRIER's liability due to any exclusion or deductible in any insurance policy. In the event that CARRIER's Motor Vehicle Insurance specifies "Scheduled Auto" coverage, CARRIER agrees to provide the Vehicle Identification Number for the vehicle actually loading the shipment and further agrees not to remove the cargo from the designated vehicle at any time during shipment. The cargo insurance shall be in the form prescribed by the Department of Transportation pursuant to 49 U.S.C. Section 13906, and shall have no exclusions or restrictions that would not be accepted by the appropriate federal agency for a filing under the statutory requirements of the above-cited section.

4. CARRIER warrants that it does not have an "Unsatisfactory" or Conditional" safety rating issued by the Federal Motor Carrier Safety Administration (FMSCA) or U.S. Department of Transportation and agrees to notify BROKER in writing immediately if its safety rating is changed to either of the above ratings.

5. On behalf of the shipper, consignee and broker interests, to the extent that any shipments subject to this Agreement are transported within the State of California, CARRIER warrants that:

(i) All 53 foot trailers, including both dry-van and refrigerated equipment it operates and the Heavy­ Duty Tractors that haul them within California under this Agreement are in compliance with the California Air Resources Board (ARB) Heavy-Duty Vehicle Greenhouse Gas (Tractor-Trailer GHG) Emission Reduction Regulations.

(ii) All refrigerated equipment it operates within California under this Agreement is in full compliance with the California Air Research Board (ARB) TRU ACTM in-use regulations. CARRIER shall be liable to BROKER for any penalties, or any other liability, imposed on BROKER because of CARRIER's use of non-compliant equipment.

6. CARRIER shall defend, indemnify and hold BROKER and its shippers, consignees, or customers harmless from any claims, actions or damages, arising out of its performance under this Agreement, including cargo loss and damage, theft, delay, damage to property, and personal injury or death. Neither Party shall be liable to the other for any claims, actions or damages due to the negligence or intentional act of the other Party, or the shipper or consignee. The obligation to defend shall include all costs of defense as they accrue.

7. Rates and charges for traffic moved under this Agreement shall be as agreed to between the PARTIES hereto in writing and are to be contained in a "Dispatch Confirmation" or memorandum of rates and charges (attached hereto as Appendix C). Changes to this Dispatch Confirmation or memorandum may be made as needed, and confirmed in writing and similarly acknowledged, becoming an Addendum to Appendix C. This Dispatch Confirmation shall also contain the conditions of, and charges for, any additional or accessorial services which may be required or performed. Rates, charges and conditions not set forth in Appendix C are not applicable.

8. Rates may be established or amended verbally in order to meet specific shipping schedules, as mutually agreed, but such verbal contract shall be confirmed in writing, by facsimile or telecommunications, if possible, but in any event within five (5) days of the date of movement of the involved freight. All changes in rates and charges shall be annexed to this Agreement as an Addendum thereto.

9. The CARRIER may, on each movement, issue a Uniform Bill of Lading, and the traffic shall move under the terms and conditions of the said Bill of Lading. However, in the event of any conflict between said Bill of Lading and this Agreement, the terms and conditions of this Agreement shall govern.

10. The BROKER will invoice the shipper or receiver for all freight and accessorial charges. CARRIER will be paid by BROKER within thirty (30) days of receipt of proper documentation from CARRIER including: legible copies of shipping documents, legible copies of proof of delivery, an individual numbered invoice which references the Dispatch Confirmation Number for the amount agreed upon per Appendix C (Dispatch Confirmation or addendum). Payment may be withheld if CARRIER is in default or has breached any of the terms of this Agreement.

11. The CARRIER agrees that the BROKER's compensation hereunder for its services is confidential and need not be disclosed to CARRIER. CARRIER further agrees that the terms of this Agreement are confidential, and that CARRIER will not reveal to anyone the terms of this Agreement, the pricing of transportation service, or any other details of the business conducted between CARRIER and BROKER.

12. CARRIER agrees that BROKER is the sole party responsible for payment of CARRIER's invoices and that, under no circumstance, will CARRIER seek payment from the shipper or consignee or third parties unless the BROKER does not pay the CARRIER. CARRIER shall not seek payment from shipper, consignees parties if they can prove payment to BROKER.

13. CARRIER shall be liable, as determined under the Carmack Amendment, 49 U.S.C. 14706, for full actual loss resulting from loss, damage, injury or delay on shipments transported under the terms of this Agreement. Full actual loss is the invoiced cost of freight tendered to the carrier for transport. Notwithstanding the terms of 49 CFR 370.9, CARRIER shall pay, decline, or make settlement offer in writing on all cargo loss or damage claims within forty-five (45) days of receipt of claim. Failure of CARRIER to pay, decline or offer settlement within this forty-five day period shall be deemed admission by CARRIER of full liability for the amount claimed and a material breach of this Agreement. CARRIER's liability for cargo damage, loss or theft shall not exceed $100,000.00 unless CARRIER is notified by BROKER of the increased value 24 hours prior to pickup. The terms, conditions or provisions of the governing bill of lading or any other shipping form, tariff or rule utilized shall be subject and subordinate to the terms of this Agreement and, in the event of a conflict, this Agreement shall govern.

14. Without the prior written consent of BROKER, CARRIER shall not re-broker, co-broker, subcontract, assign, interline or transfer the transportation of shipments hereunder to any other persons or entity conducting business under a different operating authority. If CARRIER breaches this provision, BROKER shall have the right of paying the monies it owes CARRIER directly to the delivering carrier, in lieu of payment to CARRIER. Upon BROKER's payment to delivering carrier, CARRIER shall not be released from any liability to BROKER under this Agreement. In addition to the indemnity obligation in Section 5, CARRIER will be liable for consequential damages in the amount of two hundred dollars ($200.00) for violation of this provision.

15. The relationship of the CARRIER to the BROKER shall, at all times, be that of an independent contractor. None of the terms of this Agreement, or any act or omission of either Party shall be construed for any purpose to express or imply a joint venture, partnership, principal/agent, fiduciary, employer/employee relationship between the PARTIES. CARRIER shall provide the sole supervision and shall have exclusive control over the operations of its employees, contractors, subcontractors, agents, as well as all vehicles and equipment used to perform its transportation services hereunder. BROKER has no right to discipline or direct the performance of any driver and/or employees, contractors, subcontractors, or agents of CARRIER. CARRIER represents and agrees that at no time and for no purpose shall it represent to any party that it is anything other than an independent contractor in its relationship to BROKER.

16. This Agreement is to become effective on the date shown below, and shall remain in effect for a period of one year from such date, and from year to year thereafter, subject to the right of either party hereto to cancel or terminate the Agreement at any time upon not less than thirty (30) days written notice of one party to the other. This Agreement cannot be changed, modified, limited or supplemented by reference to any CARRIER rates, rules, classification, practice, schedule or tariff, including but not limited to, references to limitations of liability and/or penalties for late pay.

17. CARRIER shall not knowingly solicit or accept traffic from any shipper, consignee or customer of BROKER where (1) the availability of such traffic first became known to CARRIER as a result of BROKER's efforts, or (2) where the traffic of the shipper, consignee or customer of the BROKER was first tendered to the CARRIER by the BROKER. If CARRIER breaches this Agreement and "back solicits" the BROKER's customers, and obtains traffic from such a customer, the BROKER shall be entitled, for a period of 15 months from such "Back Solicitation", to compensation from the CARRIER of 10% of the transportation revenue on the movement of the traffic plus any reimbursement of legal fees and costs to enforce such action. In the event CARRIER back solicits BROKER's customers, CARRIER agrees to provide BROKER with all pertinent information and documents.

18. To the extent not governed or preempted by the Interstate Commerce Act or other applicable federal statutes, the laws of the State of Oregon shall govern the validity, construction and performance of this agreement and all controversies and claims arising, hereunder, and all actions or proceedings shall be brought in the State of Oregon, with both PARTIES agreeing to be subject to personal jurisdiction there.

19. If any action or other proceeding is instituted to enforce or implement any provision of this Agreement, the prevailing party shall be entitled to recover from the other party, and the other party agrees to pay the prevailing party, in addition to costs and disbursements allowed by law, the sum that the trial court and each appellate court may adjudge reasonable in that court as attorney fees and costs in the claim for relief, action, or other proceeding, and in any appeal of it including costs for collecting or enforcing any judgment or decree.

20. CARRIER and BROKER agree to maintain their records of transportation performed pursuant to the Agreement, and to preserve this Agreement, for a period of three (3) years following the last shipment transported by CARRIER.

21. Neither party hereto will be liable for failure to tender or timely transport freight under this Agreement if such failure, delay or other omission caused by strikes, act of God, war, or civil disorder, through compliance with legally constituted order of civil or military authorities.

22. In the event any of the terms of this Agreement are determined to be invalid or unenforceable, no other terms shall be affected and the unaffected terms shall remain valid and enforceable as written. The representations, rights and obligations of the PARTIES hereunder shall survive termination of this Agreement for any reason.

23. Unless otherwise agreed in writing, this Agreement contains the entire understanding of the PARTIES and supersedes all verbal or written prior agreements, arrangements, and understandings of the PARTIES relating to the subject matter stated herein. The PARTIES further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence may be introduced to reform this Agreement in any judicial proceeding involving this Agreement.

IN WITNESS WHEREOF, CARRIER and BROKER have caused this Agreement to be executed by their duly authorized representatives on the day of 09/27/2025 Between Broker: FLEET CONCEPTS INC. and Carrier: .

Appendix C

Addendum to Broker/Carrier Agreement

Rates: Unless another rate is agreed to and incorporated into this addendum via written rate confirmation or agreement per the terms of Section 6, the Carrier will provide transportation service at the standard rate of $ 1.05 per loaded mile.