TRAILER INTERCHANGE AGREEMENT

This Agreement entered into this 08 day of 09 , 2023 , by and between 917
SMITH, INC. , with its principal place of business located at: 1838 Pembrook Rd, Springfield, OH 45504 and
BIHI TRANSPORT LLC (MC #
900109 ) (USDOT # 2574166 ) (hereinafter “Carrier/User”) whose principal place of business
is located at: 7 W TRAVELERS TRL UNIT 218 BURNSVILLE, MN 55337 .

Background

WHEREAS, 917 Smith Inc arranges for the transportation of cargo in intrastate and interstate commerce
as a license property/transportation broker under authority granted by the Federal Motor Carrier Safety
Administration (“FMCSA”) and the U.S. Dept. of Transportation (“USDOT”) under license no. MC1041954 and
USDOT # 3290555;

WHEREAS, 917 Smith Inc may, from time to time, entrust to Carrier/User’s possession semi-trailers
owned by 917 Smith Inc’s customers (“Trailers”);

WHEREAS such Trailers are to be transported as cargo and relocated from various origins and delivered to
various destinations as directed by 917 Smith Inc’s customers, who have engaged 917 Smith Inc as a broker to
arrange for such transportation;

WHEREAS 917 Smith Inc’s customers have consented and authorized carriers/users, such as Carrier/User,
to use the Trailers on a limited basis to transport other cargo on or within the Trailers in the course of delivering a
Trailer from its origin or destination.

WHEREAS, Carrier/User is an authorized motor carrier pursuant to authority granted to Carrier/User by

the FMCSA and USDOT to operate as such pursuant to the MC # and USDOT # set forth above and is capable and
willing to perform such motor carrier transportation services;

NOW, THEREFORE, in consideration of the mutual terms, conditions, and promises hereof, the parties
agree as follows:

Agreement

1. Scope of Agreement and Identification of Trailers. This Agreement shall apply to each Trailer
that is entrusted to Carrier/User to be transported and relocated as will be confirmed in a rate/load confirmation,
email or other written or electronic communication confirming such entrustment and instruction as to where to
transport the Trailer. Each such rate/load confirmation, email or other written or electronic communicaton will be
treated as an addendum to this Agreement and will identify each Trailer to be entrusted to Carrier/User. If any power
units are interchanged between the parties, they shall be identified in accordance with the requirements set forth in
49 C.F.R. part 376.31 and all identifying marks shall be removed before possession is relinquished to 917 Smith
Inc.

2. Points of Interchange. This Agreement shall apply to each point of interchange listed in Addenda
hereto and to such other points of interchange as 917 Smith Inc may specify from time-to-time.

3. Ownership and Trailer Use. At all times applicable hereto, all Trailers shall remain the property of
and owned by 917 Smith Inc’s customer and Carrier/User shall acquire no rights in the Trailer, other than to use the
Trailer in accordance with this Agreement during the transit time to pickup the Trailer from its origin and to deliver
to its appointed destination. Carrier/User agrees that 917 Smith Inc’s Trailers shall not be loaned or leased by
Carrier/User to any other person or entity and shall remain at all times in Carrier/User’s possession. Carrier/User
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will cause each trailer to be operated and/or towed only by a fully-qualified, competent, safe and CDL licensed

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drivers and will cause such drivers to comply with all applicable federal, state and local laws, rules and regulations
regarding drivers, including, but not limited to, the employment and use of drivers, and ensure that each Trailer is
used and operated with due care and diligence so as to avoid loss, damage and theft, and death and injury of any
kind or nature whatsoever. The Trailer shall be delivered to the designated destination in the same condition as when
it was received into Carrier/User’s possession. In no event, will Carrier/User use or retain possession of a Trailer
beyond its designated delivery date as reflected on a rate/load confirmation or otherwise.

4. Transportation of Other Cargo in Trailer. 917 Smith Inc’s Customer has authorized Carrier/User
to haul cargo in the trailer during the trip(s) and time-frame from Carrier/User taking possession of the Trailer and
the time at which the Trailer is to be delivered to its destination. If Carrier/User does so, Carrier/User will advise
917 Smith Inc of the origin, destination and route of any such trip(s) in which the Trailer is used to haul other
cargo. Carrier/User will also inform 917 Smith Inc of the nature of the cargo to be hauled in the Trailer and will
keep 917 Smith Inc advised of the location of the Trailer at least twice daily until the Trailer is delivered to
its appointed destination. Carrier/User will only haul such cargo and commodities in the Trailer that are
appropriate and will not haul any cargo or commodities in the Trailer as will not damage, contaminate or otherwise
harm the Trailer. If Carrier/User utilizes the Trailer to haul cargo or commodities, Carrier/User upon request from
917 Smith Inc or 917 Smith Inc’s Customer will washout and clean the Trailer at Carrier/User’s own and sole
expense.

5. Compensation for Use of Trailers. Absent written agreement by 917 Smith Inc and Carrier/User
to the contrary, the compensation that 917 Smith Inc shall receive for Carrier/User’s use of the Trailers is already
reflected in the rate that Carrier/User will be paid by 917 Smith Inc for transporting the Trailer from its designated
origin to its designated destination in a timely manner.

6. Carrier/User’s Representations and Warranties. Carrier/User hereby warrants and represents to

917 Smith Inc that: a) Carrier/User (and any and all other carriers currently or formerly owned by, operated by, or
affiliated with Carrier/User or any of Carrier/User’s officers, directors, members, or principals) currently has a
“Satisfactory” safety rating (or an equivalent rating or Safety Fitness Determination (“SFD”) thereof under CSA,
SMS or other FMCSA regulations) from the DOT or, alternatively, has received no DOT or other safety rating that
is less than a “Satisfactory” rating (or an equivalent thereof) and, if no DOT or other FMCSA safety rating has yet
been issued to Carrier/User, that Carrier/User operates its business in a manner that Carrier/User believes in good
faith would qualify Carrier/User for a “Satisfactory” DOT safety rating (or an equivalent thereof under CSA, SMS
or other FMCSA regulations); b) if Carrier/User receives any DOT or other safety rating or SFD during the term of
this Agreement that is less than “Satisfactory,” including any safety rating of “Conditional” or “Unsatisfactory”
rating or if Carrier/User’s authority to operate as a motor carrier is revoked, suspended, or rendered “inactive” by the
FMCSA, the DOT, or any other governing or regulatory body, or is otherwise not in good standing, or if
Carrier/User is sold or has a change of control in ownership or management, it shall immediately notify 917 Smith
Inc of such event; c) Carrier/User shall at all times operate its business in a safe and prudent manner and in strict and
full compliance with all state, federal, and local statutes, rules, and regulations pertaining to the transportation
services to be provided pursuant hereto, including, but not limited to, those pertaining to safety, including, but not
limited to, safety of operations, qualification and screening of drivers, hours of service of drivers, maintenance and
safe operation of equipment, transportation of Hazardous Materials, as defined in 49 C.F.R. § 172.800, § 173 and §
397, et seq. (“HAZMAT”), including the licensing and training of HAZMAT qualified drivers to the extent that any
loads of freight tendered hereunder constitute HAZMAT, security regulations, owner/operator lease regulations,
loading and securement of freight, controlled substance and alcohol use testing, sanitation, temperature, and
contamination requirements for transporting foods, perishables or other products, all other insurance and workers’
compensation requirements, etc.; d) Carrier/User shall transport all loads tendered to it by 917 Smith Inc hereunder
in strict and full compliance with all state, federal, and local laws, including, but not limited to all laws pertaining to
hours of service for Carrier/User’s drivers; e) any and all equipment that Carrier/User will use in connection with the
Trailers is safe, has been properly maintained in a manner that it would pass any and all federal, state, or local safety
inspections, and that it is properly fit and designed to be used for the particular type of load that is to be hauled; f)
Carrier/User will properly train its drivers in connection with the safe loading, transporting, and unloading of freight

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tendered hereunder and will abide by all safety rules, regulations, and policies of shippers and consignees to whom
freight tendered hereunder is delivered, including, but not limited to, the safety rules, regulations, and policies of job
sites to

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which freight tendered hereunder may be delivered; and, g) Carrier/User has valid motor carrier authority that has
not been suspended or revoked and that, if such authority is suspended or revoked during the term of this Agreement
that Carrier/User will immediately notify 917 Smith Inc of such action; and, h) Carrier/User will transport each and
every Trailer and any cargo hauled in or on such Trailer to which this Agreement pertains under its own motor
carrier operating authority (under the MC# listed above) and subject to the terms of this Agreement.

7. Repairs or Adjustments. While any Trailer is in Carrier/User’s possession, Carrier/User shall not
make any repairs or adjustments or perform any maintenance on such Trailer without the written or electronic
consent of 917 Smith Inc. For repairs, adjustments or maintenance Carrier/User shall immediately notify 917
Smith Inc for instruction and authorization.

8. Risk of Loss or Damage. Carrier/User shall bear all risks of damage or loss of the Trailers, or any
portions of the Trailer, whether or not covered by insurance, while any such Trailer is being transported as cargo or
used hereunder until possession of any such Trailer is delivered to the designated consignee. All replacements,
repairs, or substitutions of parts or equipment (including but not limited to tires) which are required as a result of the
acts of omissions of Carrier/User, shall be at the cost and expense of Carrier/User and shall be accessions to the
Trailer. Carrier/User shall use its best efforts to protect any and all Trailers furnished under this Agreement from
theft and other hazards while in Carrier/User's care, custody or control. In the event a Trailer is lost, stolen or
damaged beyond repair (in the sole opinion of 917 Smith Inc), Carrier/User shall promptly notify 917 Smith Inc
and pay the equivalent of said Trailer's retail invoice value. Carrier/User acknowledges and agrees that the
Trailer is and will be deemed to be cargo and that any damage to the Trailer and liability of Carrier/User
therefore will be determined under the Carmack Amendment, 49 U.S.C. § 14706.

9. Reporting of and Indemnification for Accidents. In the event that any of Trailer in Carrier/User’s
possession pursuant to this Agreement is involved in an accident or other incident causing damage to the Trailer,
involving personal and/or bodily injury or death to another person, involving damage to the property of another
person (including, but not limited to, environmental contaminations or other damage to the environment or damage
to the facilities of the shipper or the consignee)--all such types of claims being referred to hereafter as “Claims”,
Carrier/User shall immediately notify 917 Smith Inc of any such occurrence or accident; and, Carrier/User shall
indemnify, defend, and hold harmless 917 Smith Inc, 917 Smith Inc’s customer, and any shipper/consignor and
consignee, and any of their respective parent, subsidiary, sibling, or affiliated corporations, companies, or entities,
and each of their respective officers, directors, shareholders, members, managers, partners, principals, joint
venturers, employees, and agents from and against any and all such Claims, whether such Claims arise out of or
occur during the course of transporting, loading, unloading, staging, or otherwise using such Trailer, except that
Carrier/User shall not be obligated to indemnify 917 Smith Inc or any other party to be indemnified by Carrier/User
or Carrier/User’s insurer hereunder to the extent that any such Claim(s) is caused in whole or in part by the
negligence, intentional acts or omissions of 917 Smith Inc or such other party to be indemnified hereunder;
provided, however, that Carrier/User shall nonetheless still be required to defend, indemnify and hold harmless 917
Smith Inc and any other party to be indemnified hereunder for any and all Claims arising out of the negligence,
intentional acts, omissions, or other fault of Carrier/User or any of its agents, employees, or subcontractors. Any
person or entity to be indemnified from Claims hereunder shall have the right, but not the obligation, to participate
in the defense, negotiation, and/or settlement of any such Claims, either on its own or through attorneys of its own
choosing, without relieving Carrier/User of any of its obligations hereunder.

10. Insurance Required. Carrier/User agrees to procure and maintain, at its own expense, at all times
during the term of this Agreement, including any extensions thereof, the following insurance coverages in the
amounts indicated and in such greater amounts as 917 Smith Inc may specify from time-to-time:

a) comprehensive general liability in the amount of, at least, $1,000,000;

b) auto-liability (including hired and non-owned vehicles) insurance covering bodily injury
(including death) and property damage in the amount of, at least, $1,000,000 ($5,000,000
if transporting HAZMAT), including environmental damages due to release or discharge
of HAZMAT, per occurrence;
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 c) cargo damage insurance in the amount of at least $100,000 per occurrence;
d) workers’ compensation insurance coverage as required by law and employers liability
insurance in the amount of at least $100,000.

In addition to the higher coverage limits which may be specified above, the insurance policies shall also
comply with minimum requirements of the FMCSA and any other applicable regulatory agency.

Immediately upon execution of this Agreement, Carrier/User shall cause 917 Smith Inc (and any
other party that 917 Smith Inc specifically requests) to be listed as an “additional insured” under all of
Carrier/User’s general liability, auto-liability, and, upon request by 917 Smith Inc, any cargo damage
insurance policies and any umbrella policy(ies) pertaining thereto through endorsements to such policies and
will cause its insurance company to send copies of such endorsements and certificates of insurance confirming
such listing to 917 Smith Inc via email, facsimile and/or U.S. mail. Such insurance policies shall also provide
that they shall not be canceled, expire, terminate, or not be renewed, except upon the giving of thirty (30) days prior
written notice to 917 Smith Inc.
Upon request, Carrier/User will provide (or cause its insurance company or insurance agent to provide) 917 Smith
Inc with true and correct copies of the insurance policies to be procured and maintained pursuant hereto, together
with all required and applicable exclusions and endorsements. Carrier/User hereby warrants and represents that its
insurance, as represented by certificates of insurance presented to 917 Smith Inc, is valid and continues in effect and
that such policies of insurance have no exclusions or waivers that are inconsistent with providing the insurance
coverage set forth herein or that would otherwise impair 917 Smith Inc, 917 Smith Inc’s customers,
shippers/consignors, consignees, or other persons or entities to be indemnified herein or referenced herein from
recovering for Carrier/User’s liabilities to such parties hereunder, including, but not limited to, exclusions or
waivers relating to: a) the Trailer being the cargo; b) water or moisture damage to goods, including the Trailer; c)
theft, mysterious disappearance, or unattended vehicle; d) exclusions of certain types of cargo; d) covering only
scheduled vehicles, when the equipment to be used by Carrier/User to provide the services hereunder are not
scheduled vehicles under such policies; or, e) that have coverage restrictions based upon a distance radius from any
specific location (other than outside the United States). Carrier/User warrants that no deductible amounts under any
of the insurance policies to be provided hereunder exceed $1,000.00. Carrier/User further warrants and represents
that the name under which its motor carrier authority is issued matches exactly the name under the insurance
policies required hereunder and Carrier/User’s name as listed herein. Neither Carrier/User’s failure to procure or
maintain the insurance required hereunder or any exclusions or conditions contained in any policies of insurance
shall relieve or exonerate Carrier/User from any of its liability or obligations hereunder, nor shall Carrier/User be
relieved of any liability or obligation hereunder because a claim or obligation exceeds the amount of insurance
procured or maintained by Carrier/User. Should Carrier/User fail to provide adequate proof of the existence of the
insurance required hereunder, 917 Smith Inc retains the right to immediately terminate this Agreement and demand
the immediate return of any Trailers in Carrier/User’s possession or to procure such insurance as may be necessary
to adequately insure against any risks to be insured by Carrier/User pursuant hereto.

11. Independent Relationship. Carrier/User’s relationship to 917 Smith Inc shall at all times be that
of an independent contractor and nothing contained herein shall be construed to be inconsistent with that status. No
term or provision of this Agreement, nor any act or omission of either party shall be construed for any purpose to
express or imply any joint venture, partnership, principal/agent, master/servant, fiduciary, employer/employee or
other relationship between 917 Smith Inc and Carrier/User, other than that of an independent contractor
relationship. No employees or other agents of Carrier/User shall be construed under any circumstance to be the
employees, servants, or agents of 917 Smith Inc. Carrier/User shall have no authority to act on behalf of 917
Smith Inc or to alter in any manner any contractual or other relationship of 917 Smith Inc with any other person or
entity. Carrier/User shall bear all costs of and shall provide all labor, wages, payroll, equipment, fuel, maintenance,
insurance, federal, state and local payroll taxes and any other taxes, unemployment insurance, pensions, social
security payments, workers’ compensation insurance, and all other costs associated with Carrier/User’s use of 917
Smith Inc’ Trailers. 917 Smith Inc shall not be liable for any such costs and Carrier/User agrees to indemnify,
defend and hold 917 Smith Inc harmless from any and all claims or liability imposed or asserted against 917

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Smith Inc relating to such costs.

12. No Control or Right of Control by 917 Smith Inc. 917 Smith Inc role is limited to allowing
Carrier/User to

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use Trailers. 917 Smith Inc cannot and shall not exercise any control over the manner in which Carrier/User performs
any of its services or operations, nor does 917 Smith Inc retain any right to control or otherwise supervise
Carrier/User or Carrier/User’s employees or other agents. Carrier/User shall be solely responsible for any and all
management, control, governance, discipline, of its employees, agents, owner/operators, and equipment.

13. Term. The term of this Agreement shall commence on the effective date hereof, as set forth
above, and shall continue for an initial term of one (1) year thereafter; provided, however, that either party hereto
may terminate this Agreement for any reason (or for no reason at all) upon providing the other party hereto thirty
(30) days written notice of its intent to terminate and, further provided, that upon any default hereunder by
Carrier/User, this Agreement shall be deemed to have terminated immediately upon default at the option of 917
Smith Inc Upon expiration of the initial term hereof and absent termination of this Agreement as provided for
herein, this Agreement will automatically renew annually upon each anniversary hereof for additional one (1) year
terms.

14. Prohibited Use. Carrier/User agrees not to pledge, lend, sell, lease, mortgage or part with
possession of any Trailer or other equipment, or attempt in any other manner to dispose thereof or encumber or
allow any liens or legal process to be incurred or levied thereon.

15. Assignment. Carrier/User may not assign, transfer, sublet, pledge, or encumber any of its rights
under this Agreement without the express written consent of 917 Smith Inc, nor shall Carrier/User relinquish,
lease, or provide or allow use or possession of any Trailer to any other person or entity.

16. NO WARRANTIES. 917 Smith Inc MAKES NO WARRANTIES, EXPRESS OR IMPLIED,

REGARDING THE CONDITION OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY OF THE
TRAILERS THAT ARE THE SUBJECT HEREOF AND 917 Smith Inc SHALL NOT BE LIABLE FOR ANY
LOSS OR DAMAGE TO CARRIER/USER, NOR TO ANYONE ELSE, OF ANY KIND AND HOWEVER
CAUSED, WHETHER BY ANY VEHICLE, ITS REPAIR, MAINTENANCE, OR EQUIPMENT, OR ITS
FAILURE, OR BY INTERRUPTION OF SERVICE OR USE OF ANY INTERCHANGED TRAILER OR OTHER
EQUIPMENT.

17. Construction of Instrument. This Agreement is one of equipment interchange only and
Carrier/User does not acquire any right, title or interest to the leased trailer other than the right of possession for the
purpose of interchange.

18. Covenant to Not Solicit. Carrier/User recognizes that 917 Smith Inc has spent substantial time,
money and resources developing business relationships with its customers and is providing a valuable service to
Carrier/User under this Agreement in arranging for Carrier/User to transport Trailers as cargo and be able to haul
other cargo in such Trailers in the process of delivering the same pursuant hereto. Therefore, as part of the
consideration for this Agreement, Carrier/User agrees that, during the term of this Agreement (including any
extensions hereof) and for a period of eighteen (18) months following termination of this Agreement, Carrier/User
will not solicit freight from or otherwise perform transportation or freight broker services, either directly or
indirectly, for any 917 Smith Inc customer to which Carrier/User was first introduced by 917 Smith Inc;
provided, however, that if Carrier/User transported five (5) or more trailers as cargo for such a customer within one
(1) year prior to entering this Agreement, then this covenant to neither solicit business from or perform services for
such a customer will not apply to such a customer of 917 Smith Inc. Should Carrier/User violate the non-
solicitation provisions of this Section, Carrier/User agrees to pay RMT, as liquidated damages, an amount equal to
fifteen-percent (15%) of the gross transportation revenue generated by Carrier/User performing transportation or
brokerage services for such 917 Smith Inc customer for a period of eighteen (18) months following the termination
of this Agreement.

19. Confidential Information. Carrier/User further agrees that it shall protect and keep confidential
any and all non-public, confidential, or proprietary information of 917 Smith Inc and of 917 Smith Inc’s
customers, including, but not limited to, the identity of customers, customer lists, freight and brokerage rates,
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pricing, freight volume requirements, and/or any information disclosed or provided to Carrier/User, whether
provided to Carrier/User pursuant to 49 C.F.R. § 371.3 or otherwise, in connection with performing this
Agreement and that Carrier/User shall not disclose the same, without the prior written approval of 917 Smith
Inc.

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Carrier/User Initials:_
 20. Additional Remedies/Injunctive Relief. All provisions of this Agreement may be specifically
enforced, however, the failure of 917 Smith Inc to promptly enforce such provisions shall not be construed to be a
waiver of 917 Smith Inc’s rights hereunder. In addition, Carrier/User recognizes that the payment of damages
hereunder may not fully compensate 917 Smith Inc for Carrier/User’s breach of the provisions of this Agreement
and that 917 Smith Inc will likely suffer irreparable harm from such a breach. Accordingly, Carrier/User agrees
that should it breach, violate, or threaten to breach or violate the provisions of this Agreement, that 917 Smith Inc
will be entitled to injunctive relief prohibiting Carrier’s breach, violation or continued breach or violation hereof
without the need of 917 Smith Inc having to post any bond in connection with such injunctive relief.

21. Governing Law/Jurisdiction/Attorney Fees: This Agreement shall be deemed to have been
negotiated and entered into within the State of Utah. Accordingly, except to the extent (if any) that they are
preempted by federal law, the laws of the State of Utah shall govern the construction and interpretation of this
Agreement. Carrier/User expressly submits to the jurisdiction of the Courts of the State of Utah and the United
States District Court for the District of Utah and agrees that jurisdiction and venue shall be proper in such Courts
and Carrier waives any claim or defense that such Courts will be an inconvenient forum. Carrier/User agrees to pay
to 917 Smith Inc any and all costs and attorney fees incurred by 917 Smith Inc in enforcing any term or provision of
this Agreement, whether incurred before or after institution of a formal legal proceeding and whether incurred
before or after entry of a judgment.

22. Miscellaneous: This Agreement and any Addenda or other documents relating hereto as reference
herein constitute the entire agreement between the parties hereto and are intended to be a complete integration of
terms. No other prior or contemporaneous agreements exist between 917 Smith Inc and Carrier/User, except as are
set forth herein. No termination or expiration of this Agreement shall relieve either party from any obligation that
was incurred hereunder prior to the effective date of such termination or expiration; and, this Agreement shall inure
to the benefit of the parties hereto and their respective heirs, successors or assigns. Carrier/User agrees to retain a
copy of this Agreement in Carrier/User’s possession while Carrier/User is in possession of any Trailer subject
hereto.
The person executing this Agreement on behalf of Carrier/User warrants and represents that he/she has valid,
existing actual authority to execute the same on behalf of Carrier/User and agrees to personally indemnify 917
Smith Inc from any breach of this warranty of authority. If any term or provision hereof is held invalid or
unenforceable by a court or tribunal of competent jurisdiction, such term or provision shall be deemed to be
modified to be enforceable or, alternatively, shall be deemed to be severed here from, and shall not affect the
remaining provisions hereof, which shall remain enforceable to the full extent allowed by law. The failure of either
party to enforce a breach or waiver of any provision or term of this Agreement shall not be deemed to constitute a
waiver of any subsequent failure or breach. The terms of this Agreement shall be binding upon and inure to the
benefit of any successors and, to the extent allowed hereunder, to the assigns of the assigns of the respective parties
hereto. To the extent not governed by federal safety regulations, time is of the essence of this Agreement. Any
paragraph and/or section headings contained herein are for convenience only and shall not affect the interpretation
or construction of this Agreement. This Agreement may be executed in any number of counterparts, each of which
will be deemed to be a duplicate original hereof.

917 Smith Inc. (“917 Smith Inc”): Carrier/User: BIHI TRANSPORT LLC

By: Nick Neupokoiev By: Muhammad

Title: Broker Agent Title: owner

Phone: 937-471-5659 Phone: 6126449424

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E-Mail: nick@917smith.com E-Mail: jaanaaden.cwdispatch@gmail.com

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