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UNIVERSAL TRUCKING COMPANY LLC (“Seller”) and

1. Purchase and Sale of Receivables. In consideration of the foregoing premises and of the mutual covenants contained herein, and other good and valuable

consideration, the receipt and adequacy of which are hereby acknowledged, Seller hereby sells, assigns and delivers to UBT as absolute owner, of  hereby

purchases and receives from Seller all of the rights, titles and interests of Seller in and to those certain accounts receivable arising from the sale of merchandise or the

rendering of services by Seller in the ordinary course of Seller’s business (hereinafter referred to as “Accounts” or “Account”) which have been duly offered for sale by

Seller to UBTface amount of such Accounts, less all discounts, credits, charges, fees and allowances that may be

taken by UBT on such Accounts as set forth in Exhibit A attached hereto, as may be amended from time to time by UBT (“Fees” or “Fee”). For the avoidance of doubt,

this shall include the assignment of all Data (as defined in the Data Addendum) included in the Accounts.

2. Receivables. All Accounts offered for sale to UBT shall be evidenced by, and UBT shall purchase and Seller shall sell to UBT of the rights, title and interest of

Seller in such, written invoices or any other such equivalent documentation as required by UBT in its sole and absolute discretion, together with supporting

documentation including, but not limited to, rate confirmations, written proof of delivery and acceptance of any applicable goods, including without limitation, bills of

lading and delivery confirmations. Seller acknowledges and agrees that only UBTLLC in its sole and absolute discretion, shall determine whether an Account is purchase UBT shall at no time be liable to Seller for Ubt failure or refusal to purchase an Account. Upon receiving approval for purchase of an Account by not vary the terms of sale or payment set forth in the invoices relating thereto without UBT prior written approval.

3. Purchase and Sale Procedure. Upon UBt’s approval of Accounts for purchase, Seller shall execute for such purchased Accounts a Bill of Sale “Schedule of

Accounts” (hereinafter referred to as a “Bill of Sale”) on a form approved by Ubt, which identifies and describes the Account Debtor(s) and Account(s) offered for sale.

After each batch of purchased invoices is submitted, Ubt will provide the list of purchased Accounts and email or fax such updated list of purchased Accounts to Seller.

Upon receipt of such updated list of purchased Accounts, Seller shall have one (1) calendar day to confirm in writing any Account information provided byUBT In the

event that UBT does not receive a written confirmation from Seller regarding a purchased Account by 5:00 p.m. Eastern Standard Time on the calendar day following

UBT submission of the updated list of purchased Accounts, such updated list of Accounts shall be deemed confirmed by Seller in all respects and such Accounts shall

be deemed sold by Seller to UBT.

4. Notice of Assignment. Upon approval by Ubt of an Account for purchase, Seller agrees, if so instructed by Ubt, to notify the Account Debtor of the contemplated

sale, to execute and deliver any document necessary to notify the Account Debtor of the assignment, and to procure, if requested, an acknowledgment and acceptance of