Last updated: August 26, 2024

This Rider (“Rider”) to Non-Recourse True Sale Factoring and Security Agreement (the “Factoring Agreement”), shall hereby serve to amend and supplement the Factoring Agreement effective upon Seller and Buyer’s acceptance of this Rider.

BY ACCEPTING THIS RIDER, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, SUBMITTING A PURCHASE REQUEST OR OTHER DOCUMENT  THAT REFERENCES THIS RIDER, OR BY OTHERWISE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS RIDER, YOU: (A) HEREBY AGREE TO THE TERMS OF THIS RIDER ON BEHALF OF THE ORGANIZATION, COMPANY, OR OTHER LEGAL ENTITY FOR WHICH YOU ACT (“SELLER”); AND (B) REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SELLER TO THIS RIDER. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THIS RIDER, YOU MUST NOT ACCEPT THIS RIDER AND MAY NOT SELL RECEIVABLES TO BUYER EXCEPT AS OTHERWISE PROVIDED IN THE FACTORING AGREEMENT.

RECITALS:

WHEREAS, Seller and Buyer have entered into that certain Factoring Agreement,

WHEREAS, pursuant to the Factoring Agreement, Seller was given the opportunity to offer Eligible Receivables (as defined in the Factoring Agreement) to Buyer which required that, among other things, each of the representation and warranties contained in Section 6 of the Factoring Agreement be true and correct, and, 

WHEREAS, pursuant to this Rider, Seller is hereby given the opportunity to submit a request for an Advance (defined below) to Buyer in connection with an “Account” (as each term is defined by the Uniform Commercial Code as enacted by the State of California) in expectation that after the payment of an Advance Price by Buyer to Seller the Account will thereafter qualify as a Receivable (as defined in the Factoring Agreement),

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

1. Defined Terms.

1.1 Each of the capitalized terms used in the Recitals and all terms used in this Rider (except as otherwise noted) shall have the meanings given to such terms in the Factoring Agreement.

1.2 “Advance” for the purpose of this Rider, means any amount paid by Buyer to Seller prior to the time that an Account qualifies as a Receivable.

1.3 “Advance Date” means the date on which Buyer deposits the Advance Price in the Seller’s Account.

1.4 “Advance Fee” equals the Advance Fee Discount Rate multiplied by the Advance Value.

1.5 “Advance Fee Discount Rate” equals 3.0%.

1.6 “Advance Value” means the portion of the Net Face Value of such Account to be advanced to Seller, subject to the maximums outlined in Section 3 below, and prior to netting the Advance Fee. 

1.7 “Advance Price” means the Advance Value less the Advance Fee.

2. Conditions Imposed on Seller.

2.1 For the purposes of this Rider, Seller may offer Accounts to Buyer if such Accounts are offered by Seller with the unconditional expectation that the Accounts will promptly qualify as Receivables subject to and conditioned upon the express conditions of this Rider as itemized below:

2.1.1 For each Account offered for sale under this Rider and Advance request made by Seller, Seller shall identify the Load that is to be transported pursuant to the Load Services and, at the time an Advance is made, Seller shall have satisfied all representations and warranties contained in Section 6 of the Factoring Agreement other than the following: Purchased Receivable constitutes a valid, binding, absolute and unconditional obligation of the relevant Account Debtor to pay the full amount of the Net Face Value of such Receivables, which shall be satisfied promptly after the date of the Advances and in due course.

2.1.2 The Advance requested by Seller shall be for the sole and exclusive purpose of Seller’s Load Services’ expenses required for the completion of Load Services.

2.1.3 Seller shall provide Buyer with all required supporting documentation that evidences the Net Face Value upon due and proper delivery of the Load and proper performance of all Load Services.

2.1.4 The amount of any Advance under this Rider shall be in the sole discretion of Buyer.

3. Maximum Advance Value.

The Advance Value made under this Rider shall not exceed the lesser of fifty percent (50%) of the Net Face Value or Four Thousand ($4,000) Dollars.

4. Fees and Payments.

4.1 On the Advance Date Seller shall receive the Advance Price.

4.2 After delivery of the Load in connection with which an Advance has been made and the Account qualified as a Receivable, Seller shall be required to sell the Receivable to the Buyer, under the terms of the Factoring Agreement. Upon the Purchase Date, Seller will receive additional funds equal to the Purchase Price less the Advance Value.

5. Parties Bound.

5.1 This Rider shall be binding upon and inure to the benefit of each party and their respective heirs, executors, administrators, successors, and assigns.

6. Construction.

‍6.1 This Rider constitutes a complete agreement of the parties as to its content and is intended to be a fully integrated agreement; however, the Factoring Agreement and this Rider shall be construed as a single agreement and except to the extent that this Rider is intended to supplement the Factoring Agreement, the Factoring Agreement shall otherwise remain unaltered and unaffected by the terms of this Rider.  Moreover, except for the provisions contained in this Rider, all other terms of the Factoring Agreement are reaffirmed by Seller and shall remain unchanged by this Rider.  There are no provisions of any nature whatsoever relating to the subject matter of this Rider which are not contained herein and no representations or statements of any kind, other than as contained herein, have been made by the parties hereto or any of their agents or representatives.  This Rider supersedes all prior negotiations, offers and discussions with respect to the subject matter hereof.