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As filed with the Securities and Exchange Commission on April 21, 2016

Registration No. 333-210698

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 3
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

JACK COOPER HOLDINGS CORP.
SEE TABLE OF ADDITIONAL REGISTRANTS ON FOLLOWING PAGE
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 4213
(Primary Standard Industrial
Classification Code Number) 26-4822446
Employer
Identification Number)

1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
(866) 983-4000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Michael S. Testman
Chief Financial Officer
1100 Walnut Street, Suite 2400
Kansas City, Missouri 64106
(866) 983-4000
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Elizabeth Noe
Paul Hastings LLP
1170 Peachtree St., Suite 100
Atlanta, GA 30309
(404) 815-2287

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after the effective date of this registration statement.

         If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

         If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

         Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a
smaller reporting company) Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact name of Registrant as specified in its Charter*	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employee Identification Number
Jack Cooper Specialized Transport, Inc.	Delaware	45-3178881
Auto Export Shipping, Inc.	New Jersey	22-3641346
Axis Logistic Services, Inc.	Delaware	46-4212904
Jack Cooper CT Services, Inc.	Delaware	46-4213523
Jack Cooper Rail and Shuttle, Inc.	Delaware	46-4217801
Auto Handling Corporation	Delaware	73-0934011
Jack Cooper Logistics, LLC	Delaware	27-4023433
Jack Cooper Transport Company, Inc.	Delaware	73-0493030
Pacific Motor Trucking Company	Missouri	73-1327203
CarPilot, Inc.	Delaware	32-0493033

*

The address of the principal executive offices of all of the registrants is 1100 Walnut Street, Suite 2400, Kansas City, Missouri 64106.

EXPLANATORY NOTE

        This Amendment No. 3 to the Registration Statement on Form S-4 of Jack Cooper Holdings Corp. (File No. 333-210698) is being filed solely (i) for the purpose of reflecting one additional subsidiary guarantor as an additional registrant in the SEC's EDGAR system and (ii) to include updated Exhibits 3.21, 3.22, 5.1.1 and 21.1 of the Registration Statement. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Part II to the Registration Statement and Exhibits 3.21, 3.22, 5.1.1 and 21.1. No changes are being made to Part I of the Registration Statement by this filing, and therefore it has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        The following summary is qualified in its entirety by reference to the complete text of the statutes referred to below and the certificates and articles of incorporation or organization, certificates of formation, bylaws and operating agreements, each as amended, and any other contractual agreements referred to below in reference to Jack Cooper Holdings Corp. and the additional registrants.

Jack Cooper Holdings Corp.

        We are incorporated under the laws of the State of Delaware. Our certificate of incorporation provides that, except to the extent prohibited by the Delaware General Corporation Law, as amended, or the DGCL, our directors shall not be personally liable to the Company or its stockholders for monetary damages for any breach of fiduciary duty as directors of the company. Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director to the corporation or its stockholders of monetary damages for breaches of the director's fiduciary duty of care, provided that this provision shall not eliminate or limit the liability of a director: (1) for any breach of the director's duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) arising under Section 174 of the DGCL, which provides for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions or (4) for any transaction from which the director derived an improper personal benefit. In appropriate circumstances, equitable remedies such as injunctive or other forms of nonmonetary relief will remain available. This provision also does not affect the directors' responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

        Section 145 of the DGCL empowers a corporation to indemnify its directors and officers and to purchase and maintain insurance with respect to liability incurred by or arising out of their capacity or status as directors and officers, whether or not the corporation could indemnify such person against liability under section 145 (subject to certain limitations). The DGCL further provides that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's bylaws, any agreement, vote of stockholders, or otherwise.

        Our certificate of incorporation eliminates the personal liability of directors to the fullest extent permitted by the DGCL and provides that we shall indemnify to the fullest extent permitted by law any person made or threatened to be made party to an action or proceeding by reason of the fact that he is a director or officer of the Company or serves any other enterprise as a director, officer or agent at the request of the Company, provided, however, that, except for proceedings to enforce rights to indemnification, we are not obligated to indemnify any officer in connection with a proceeding initiated by such person unless such proceeding was authorized or consented to by the board of directors. The right to indemnification is a contract right and includes the right to be paid by the Company advanced expenses as allowed by applicable law.

        Article VIII of our bylaws also provides for the indemnification of the directors and officers to the fullest extent permitted by DGCL. Such indemnification extends to each person, heir, executor or administrator of such person, who was or is a party, threatened to be made a party to, or involved in any threatened, pending, or completed action, suit or proceeding, including civil, criminal, administrative or investigative, by reason that such person is or was a director, officer or employee of the Company, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. Such indemnification is a contract right that includes the right to be paid by the Company expenses, including attorney fees, incurred in connection with any such suit or proceeding in advance of its final disposition to the fullest extent permitted by law. Further, we may, to the extent authorized by the

board of directors, grant rights to indemnification and to the advancement of expenses to any agent of the company to the fullest extent of the provisions of our bylaws.

        We maintain liability insurance for our officers and directors. Further, we have entered into indemnity agreements with each of our current directors and certain of our officers to give these directors and officers additional contractual assurances regarding the scope of the indemnification set forth in our certificate of incorporation and to provide additional procedural protections. At present, there is no pending litigation or proceeding involving any director, officer, employee or agent as to which indemnification will be required or permitted under our certificate of incorporation or our bylaws, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.

Subsidiary Guarantors

Delaware Corporations

        Jack Cooper Transport Company, Inc., Auto Handling Corporation, Jack Cooper Specialized Transport, Inc., Axis Logistic Services, Inc., Jack Cooper CT Services, Inc. and Jack Cooper Rail and Shuttle, Inc. are Delaware corporations. The indemnification provisions of the DGCL described in "—Jack Cooper Holdings Corp." above also apply to the directors and officers of these companies.

Jack Cooper Transport Company, Inc.

        The articles of incorporation of Jack Cooper Transport Company, Inc., as amended, provide that no director shall be liable to the company or its stockholders for any breach of a fiduciary duty as a director, except that the director may be liable for any of the following: (i) any breach of the director's duty of loyalty to the company or its stockholders, (ii) any act or omission not in good faith or which involved intentional misconduct or knowing violation of law, (iii) any act pursuant to Section 174 of the DGCL regarding unlawful payments of dividends, or (iv) any transaction from which the director derived a personal benefit.

        The amended and restated bylaws of Jack Cooper Transport Company, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Auto Handling Corporation

        The articles of incorporation of Auto Handling Corporation provide that the company shall indemnify any and all of its officers or directors or former directors or officers or any person who may have served at its request as a director or officer of another corporation in which it owns shares of capital stock or of which it is a creditor against expenses actually and necessarily incurred by them in connection with the defense of any action in which they are made a party to by reason of being directors or officers of the company or of such other companies, except in relation to matters as to which any such director or officer shall be adjudged to be liable for negligence or misconduct in the performance of duty.

        The amended and restated bylaws of Auto Handling Corporation contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper Specialized Transport, Inc.

        The certificate of incorporation of Jack Cooper Specialized Transport, Inc. provides substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The certificate of incorporation also eliminates the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper Specialized Transport, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Axis Logistics Services, Inc.

        The articles of incorporation of Axis Logistics Services, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Axis Logistic Services, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper CT Services, Inc.

        The articles of incorporation of Jack Cooper CT Services, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper CT Services, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Jack Cooper Rail and Shuttle, Inc.

        The articles of incorporation of Jack Cooper Rail and Shuttle, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of Jack Cooper Rail and Shuttle, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

CarPilot, Inc.

        The articles of incorporation of CarPilot, Inc. contain substantially similar indemnification provisions as the articles of incorporation of Jack Cooper Holdings Corp. described above. The articles also eliminate the personal liability of directors to the fullest extent permitted by the DGCL.

        The bylaws of CarPilot, Inc. contain substantially similar indemnification provisions as the bylaws of Jack Cooper Holdings Corp. described above.

Delaware Limited Liability Company

        Jack Cooper Logistics LLC is a Delaware limited liability company.

        Section 18-108 of the Delaware Limited Liability Company Act, or the Act, provides that a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

        The operating agreement of Jack Cooper Logistics LLC provides that no director or officer shall be obligated personally for any debt, obligation or liability of the company or of any member solely by reason of being or acting as director or officer of the company. No director or officer shall be personally liable to the company or its members (a) for acting in good faith reliance on the provisions of the operating agreement; (b) for acting in good faith and in a manner the director or officer reasonably believed to be in or not opposed to the best interests of the company; or (c) for breach of any fiduciary or other duty that does not involve acts or omissions not in good faith or which does not involve gross negligence or intentional misconduct.

        Article VII of the operating agreement also provides that the company shall indemnify, to the fullest extent permitted by the Act, any person who is a party or threatened to be made a party to a proceeding (other than by or in the right of the company) by reason of the fact that he is or was a director or officer of the company, or is serving at the request of the company as a director or officer

of another enterprise, against expenses paid in settlement incurred by such person in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in the best interests of the company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        In the event of a proceeding by or in the right of the company to procure a judgment in its favor, the company will indemnify any person party to such proceeding by reason of the fact that he is or was a director or officer of the company if he acted in good faith and in a manner he reasonably believed to be in the best interests of the company. However, no indemnification shall be made in respect of any claim or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of his duty to the company unless, and only to the extent that, the court in which such action or suit is brought shall determine that, despite the adjudication of liability, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

        The operating agreement also provides that expenses incurred in defending a proceeding will be paid by the company in advance of the final disposition of such proceeding and, in the case of advancement for expenses incurred in defending a civil or criminal action, suit or proceeding by or in the right of the company to procure a judgment in its favor, only as authorized by the board and upon receipt of an undertaking.

Missouri Corporation

        Pacific Motor Trucking Company is a Missouri corporation. Sections 351.355 (1) and (2) of the Missouri General Business and Corporation Law, or the MGBCL, provide that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually or reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

        Notwithstanding the foregoing, in the case of an action or suit by or in the right of the corporation, no person shall be indemnified as to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

        The articles of incorporation of Pacific Motor Trucking Company are silent on the issue of indemnification.

        The bylaws of Pacific Motor Trucking Company provide that the corporation may indemnify any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative, other than in the action by or in the right of the corporation, by reason of the fact that such person is or was a director, officer, employee, agent of the corporation or voting trustee against expenses actually and reasonably incurred by such person in connection with such action or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful.

        The corporation may also indemnify any person who was or is a party or is threatened to be made a party to a proceeding by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is a director, officer, employee or agent of the corporation if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; except that no indemnification shall be made in respect of any claim as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to the corporation unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in the defense of any proceeding described above, such person shall be indemnified against expenses reasonably incurred by such person in connection with such proceeding. Any indemnification, unless ordered by the court, shall be made by the corporation only as authorized in the specific case upon a determination that the indemnification is proper in the circumstances. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding or (ii) if such quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion or (iii) by the shareholders. Expenses incurred in defending a proceeding may be paid by the corporation in advance of the final disposition of such proceeding as authorized by the board of directors upon receipt of an undertaking by or behalf of the director, officer, employee or agent to repay such amount unless it is ultimately determine that such person is entitled to be indemnified by the corporation.

New Jersey Corporation

        Auto Export Shipping, Inc. is incorporated under the laws of New Jersey. Section 14A:3-5 of the New Jersey Business Corporation Act authorizes a corporation to indemnify a corporate agent against expenses and liability in connection with any proceeding involving the corporate agent by reason of him being or having been a corporate agent, if such corporate agent (i) acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal proceeding, such corporate agent had no reasonable cause to believe such corporate agent's conduct was unlawful. Corporate agent means any person who is or was a director, officer, employee or agent of the indemnifying corporation or of any constituent corporation absorbed by the indemnifying corporation in a consolidation or merger and any such person who is serving as such at the request of the indemnifying corporation. Expenses incurred by a corporate agent in connection with a proceeding may be paid by the corporation in advance of the final disposition of the proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of the corporate agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified.

The articles of incorporation of Auto Export Shipping, Inc. do not contain provisions for indemnification.

        The amended and restated bylaws of Auto Export Shipping, Inc. provide that each director and officer of the corporation is entitled to indemnification of his expenses incurred or suffered in connection with a proceeding by reason of the fact that he is a director or officer of the corporation to the fullest extent authorized by the New Jersey Business Corporation Act, provided, however, that the corporation shall indemnify any such indemnitee in connection with a proceeding initiated by such indemnitee only if such proceeding was authorized or consented to by the board of directors. The right to indemnification is a contract right and includes the right to be paid by the corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition, subject to the New Jersey Business Corporation Act.

Item 21.    Exhibits and Financial Statement Schedules.

(b)

Exhibits.

Exhibit Number			Title
	2.1	*	Agreement and Plan of Merger, by and among Jack Cooper Holdings Corp., Jack Cooper Enterprises, Inc. and JCHC Merger Sub, Inc., dated June 5, 2014
	3.1.1	*	Certificate of Incorporation of Jack Cooper Holdings Corp., dated November 24, 2010
	3.1.2	*	Certificate of Amendment to Certificate of Incorporation of Jack Cooper Holdings Corp., dated December 7, 2010
	3.1.3	*	Certificate of Elimination of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, and Series E Preferred Stock of Jack Cooper Holdings Corp., dated May 9, 2014
	3.1.4	*	Certificate of Merger of JCHC Merger Sub, Inc. with and into Jack Cooper Holdings Corp., dated June 5, 2014
	3.2	*	Bylaws of Jack Cooper Holdings Corp., dated November 29, 2010
	3.3.1	*	Certificate of Incorporation of Auto Handling Corporation (f/k/a LRD, Inc.), filed with the Secretary of State of the State of Delaware on January 24, 1972
	3.3.2	*	Certificate of Amendment of Certification of Incorporation of Auto Handling Corporation (f/k/a LRD, Inc.), filed with the Secretary of State of the State of Delaware on January 17, 1979
	3.3.3	*	Certificate of Amendment of Certification of Incorporation of Auto Handling Corporation, filed with the Secretary of State of the State of Delaware on December 24, 1986
	3.4	*	Amended and Restated Bylaws of Auto Handling Corporation, dated December 15, 2009
	3.5	*	Certificate of Incorporation of Auto Export Shipping, Inc., filed with the New Jersey Department of the Treasury on March 10, 1999
	3.6	*	Amended and Restated Bylaws of Auto Export Shipping, Inc.
	3.7	*	Certificate of Incorporation of Axis Logistic Services, Inc., dated November 18, 2013
	3.8	*	Bylaws of Axis Logistic Services, Inc., dated November 18, 2013
	3.9	*	Certificate of Incorporation of Jack Cooper CT Services, Inc., dated November 18, 2013
	3.10	*	Bylaws of Jack Cooper CT Services, Inc., dated November 18, 2015
	3.11	*	Certificate of Formation of Jack Cooper Logistics, LLC, dated November 9, 2010
	3.12	*	Amended and Restated Limited Liability Company Agreement of Jack Cooper Logistics, LLC, effective March 1, 2011
	3.13	*	Certificate of Incorporation of Jack Cooper Specialized Transport, Inc., dated August 31, 2011
	3.14	*	Bylaws of Jack Cooper Specialized Transport, Inc.
	3.15	*	Certificate of Incorporation of Jack Cooper Rail and Shuttle, Inc., dated November 18, 2013
	3.16	*	Bylaws of Jack Cooper Rail and Shuttle, Inc., dated November 18, 2013
	3.17.1	*	Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), dated January 26, 1939

Exhibit Number			Title
	3.17.2	*	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on July 19, 1941
	3.17.3	*	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on August 8, 1941
	3.17.4	*	Second Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc. (f/k/a United Transports, Inc.), filed with the Secretary of State of the State of Delaware on October 22, 1957
	3.17.5	*	Certificate of Merger of Jack Cooper Transport Company, Inc. Into United Transports, Inc., filed with the Secretary of State of the State of Delaware on November 30, 1984
	3.17.6	*	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on December 23, 1985
	3.17.7	*	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on December 24, 1986
	3.17.8	*	Certificate of Amendment of Certificate of Incorporation of Jack Cooper Transport Company, Inc., filed with the Secretary of State of the State of Delaware on April 28, 1998
	3.18	*	Amended and Restated Bylaws of Jack Cooper Transport Company, Inc., dated September 1, 2014
	3.19.1	*	Articles of Incorporation of Pacific Motor Trucking Company (f/k/a Nu-PMT, Inc.), dated July 20, 1988
	3.19.2	*	Certificate of Amendment of Articles of Incorporation of Pacific Motor Trucking Company, dated September 26, 1988
	3.20	*	Bylaws of Pacific Motor Trucking Company (f/k/a NU-PMT, Inc.)
	3.21		Certificate of Incorporation of CarPilot, Inc., filed with the Secretary of the State of Delaware on April 8, 2016
	3.22		Bylaws of CarPilot, Inc.
	4.1.1	*	Indenture as to 9.25% Senior Secured Notes due 2020 by and among the Company, the Guarantors listed therein and U.S. Bank National Association, as Trustee and collateral agent (including form of Global Note), dated June 18, 2013
	4.1.2	*	Supplemental Indenture in Respect of Guarantee to 9.25% Senior Secured Notes due 2020, by and among Axis Logistic Services, Inc., Jack Cooper Rail and Shuttle, Inc., Jack Cooper CT Services, Inc. and U.S. Bank National Association, as Trustee and collateral agent, dated December 13, 2013
	4.1.3	*	Second Supplemental Indenture by and among Jack Cooper Holdings Corp., the Guarantors named therein and U.S. Bank National Association, dated January 7, 2014
	4.2.1	*	Registration Rights Agreement as to 9.25% Senior Secured Notes due 202, by and among Jack Cooper Holdings Corp., the subsidiary guarantors named therein, Wells Fargo Securities, LLC and Barclays Capital Inc., dated June 18, 2013
	4.2.2	*	Joinder to the Registration Rights Agreement as to 9.25% Senior Secured Notes Due 2020, by and among Jack Cooper Holdings Corp., the subsidiary guarantors named therein, Wells Fargo Securities, LLC and Barclays Capital Inc., dated December 13, 2013

Exhibit Number			Title
	4.3	*	First Supplemental Indenture by and among Jack Cooper Holdings Corp., the Guarantors listed therein and U.S. Bank National Association, as Trustee and Collateral Agent, dated December 27, 2013
	4.4.1	*	Registration Rights Agreement by and among Jack Cooper Holdings Corp., Wells Fargo Securities, LLC and Barclays Capital Inc., dated November 7, 2013
	4.4.2	*	Joinder No. 1 to the Registration Rights Agreement dated November 7, 2013 by and among Jack Cooper Holdings Corp., Wells Fargo Securities, LLC and Barclays Capital Inc., dated December 13, 2013
	5.1	*	Opinion of Paul Hastings LLP
	5.1.1		Opinion of Paul Hastings LLP, dated April 21, 2016
	5.2	*	Opinion of Gibbons P.C.
	5.3	*	Opinion of Warten, Fisher, Lee and Brown, LLC
	10.1.1	*	Amended and Restated Credit Agreement by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated June 18, 2013
	10.1.2	*	Amendment Number One to Credit Agreement, by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated August 6, 2013
	10.1.3	*	Amendment Number Two to Credit Agreement, by and among Jack Cooper Holdings Corp., the borrowers named therein, the lenders named therein, and Wells Fargo Capital Finance, LLC as the agent, dated September 6, 2013
	10.1.4	*	Amendment Number Three to Amended and Restated Credit Agreement and Amendment Number One to Amended and Restated Security Agreement, dated April 2, 2015 by and among Jack Cooper Holdings Corp. and certain of its Subsidiaries, the Lenders party thereto, and Wells Fargo Capital Finance, LLC, dated April 2, 2015
	10.1.5	*	Joinder and Consent Agreement, by and among the lenders named therein, the new borrowers named therein, Jack Cooper Holdings Corp. and the subsidiaries thereof named therein, and Wells Fargo Capital Finance, LLC as the agent for the lenders, dated December 23, 2013
	10.2.1	*	Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.2.2	*	Joinder to that certain Security Agreement dated as of June 18, 2013, by and among each of the parties therein and those additional entities that thereafter become parties thereto and U.S. Bank National Association, as collateral agent, dated December 13, 2013
	10.3.1	*	Amended and Restated Security Agreement, by and between the grantors identified therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated June 18, 2013
	10.3.2	*	Joinder to Amended and Restated Security Agreement, by and between the grantors identified therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated December 13, 2013
	10.4.1	*	Trademark Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.4.2	*	Trademark Security Agreement, by and among the grantors listed therein and U.S. Bank National Association, as collateral agent, dated December 27, 2013

Exhibit Number			Title
	10.5.1	*	Trademark Security Agreement by and among the grantors listed therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated November 29, 2010
	10.5.2	*	Trademark Security Agreement by and among the grantors listed therein and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated December 27, 2013
	10.6.1	*	Copyright Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated June 18, 2013
	10.6.2	*	Copyright Security Agreement, by and among Jack Cooper Holdings Corp., the grantors named therein, and U.S. Bank National Association, as collateral agent, dated December 27, 2013
	10.7.1	*	Copyright Security Agreement, by and among Jack Cooper Transport Company, Inc. and Wells Fargo Capital Finance, LLC, as agent for the Lender Group and Bank Product Providers, dated June 18, 2013
	10.7.2	*	Copyright Security Agreement, by and among the grantors named therein and Wells Fargo Capital Finance, LLC, dated December 27, 2013
	10.8.1	*	Credit Agreement by and among Jack Cooper Holdings Corp., as Borrower, the Lenders party thereto, and MSDC JC Investments, LLC, as Agent, dated March 31, 2015
	10.8.2	*	Amendment No. 1 to Credit Agreement by and among Jack Cooper Holdings Corp., the lenders that are signatories thereto and MSDC JC Investments, LLC, as agent, dated December 23, 2015
	10.8.3	*	Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.4	*	Trademark Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.5	*	Copyright Security Agreement by and between the Grantors listed therein and MSDC JC Investments, LLC, dated April 2, 2015
	10.8.6	*	Intercompany Subordination Agreement by and among Jack Cooper Holdings Corp. and each of the Obligors listed therein in favor of MSDC JC Investments, LLC, dated April 2, 2015
	10.9	†*	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and T. Michael Riggs, dated December 1, 2014
	10.10	†*	Separation, Restrictive Covenants and Consulting Agreement, by and between Jack Cooper Holdings Corp. and Robert Griffin, dated September 29, 2014
	10.11	†*	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and Theo A. Ciupitu, dated November 17, 2014
	10.12	†*	Letter Agreement regarding Offer of Continued Employment, by and between Jack Cooper Holdings Corp. and Katie G. Helton, dated January 15, 2015
	10.13	†*	Letter Agreement regarding Offer of Continued Employment by and between Jack Cooper Holdings Corp. and Sarah Amico, dated December 1, 2014
	10.14	†*	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and T. Michael Riggs, dated May 19, 2014

Exhibit Number			Title
	10.15	*	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Michael S. Testman, dated May 19, 2014
	10.16	*	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Theo A. Ciupitu, dated May 19, 2014
	10.17	*	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and J.J. Schickel, dated May 19, 2014
	10.18	*	Amended and Restated Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Kirk Ferguson, dated May 19, 2014
	10.19	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Sarah Amico, dated May 19, 2014
	10.20	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Samuel L. Torrence, dated May 19, 2014
	10.21	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and J. Kevin McHugh, dated May 19, 2014
	10.22	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and James N. Chapman, dated May 19, 2014
	10.23	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Edrienne Brandon, dated August 31, 2014
	10.24	*	Indemnification Agreement, by and between Jack Cooper Holdings Corp. and Gerry Czarnecki, dated August 31, 2014
	12.1	*	Computation of Ratio of Earnings to Fixed Charges
	21.1		Subsidiaries of the Company
	23.1	*	Consent of KPMG LLP, an independent registered public accounting firm
	23.2	*	Consent of Grant Thornton LLP, independent certified public accountants
	23.3	*	Consent of Paul Hastings LLP (included in Exhibit 5.1)
	23.4	*	Consent of Gibbons P.C. (included in Exhibit 5.2)
	23.5	*	Consent of Warten, Fisher, Lee and Brown, LLC (included in Exhibit 5.3)
	23.6	*	Consent of Freedonia Custom Research, a division of Marketresearch.com
	24.1	*	Power of Attorney (contained on signature page)
	25.1	*	Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the trustee
	99.1	*	Form of Letter of Transmittal
	99.2	*	Form of Notice of Guaranteed Delivery

*

Previously filed.

†

Denotes management contract or compensatory arrangement.

Item 22.    Undertakings.

        Each of the undersigned co-registrants hereby undertakes:

        (1)   That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (2)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        (3)   To file, during any period during which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

        (4)   That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (5)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (6)   To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        (7)   To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

        (8)   That, for purposes of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

        (9)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: Each of the undersigned co-registrants undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

JACK COOPER HOLDINGS CORP.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chief Executive Officer, President, Treasurer, Assistant Secretary and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Director (principal financial officer)	April 21, 2016
/s/ KYLE HAULOTTE Kyle Haulotte	Chief Accounting Officer (principal accounting officer)	April 21, 2016
* Kirk Ferguson	Director	April 21, 2016
* J. J. Schickel	Director	April 21, 2016
* Kevin McHugh	Director	April 21, 2016
* Sam Torrence	Director	April 21, 2016
* Sarah Amico	Executive Chairperson and Director	April 21, 2016

SIGNATURE		TITLE(S)	DATE
* James Chapman		Director	April 21, 2016
* Edrienne Brandon		Director	April 21, 2016
* Gerry Czarnecki		Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

AUTO HANDLING CORPORATION JACK COOPER TRANSPORT COMPANY, INC. PACIFIC MOTOR TRUCKING COMPANY
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE		TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs		Chairman, Chief Executive Officer, Treasurer, Assistant Secretary and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman		Chief Financial Officer and Director (principal financial officer)	April 21, 2016
* Sarah Amico		Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

JACK COOPER SPECIALIZED TRANSPORT, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE		TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs		Chairman, Chief Executive Officer, Treasurer, Assistant Secretary and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman		Chief Financial Officer, Assistant Secretary and Director (principal financial officer)	April 21, 2016
* Sarah Amico		Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

AXIS LOGISTIC SERVICES, INC. JACK COOPER CT SERVICES, INC. JACK COOPER RAIL AND SHUTTLE, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE		TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs		Chairman, Chief Executive Officer and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman		Chief Financial Officer, Treasurer and Director (principal financial officer)	April 21, 2016
* Sarah Amico		Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

AUTO EXPORT SHIPPING, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE		TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs		Chairman, Chief Executive Officer, Secretary, Treasurer and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman		Chief Financial Officer and Assistant Secretary (principal financial officer)	April 21, 2016
* Andrea Amico		Executive Vice President, Assistant Treasurer, Assistant Secretary and Director	April 21, 2016
* Sarah Amico		Director	April 21, 2016
* J.J. Schickel		Vice Chairman, Assistant Treasurer, Assistant Secretary and Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

JACK COOPER LOGISTICS, LLC
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE		TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs		Chairman, Chief Executive Officer, Secretary, Treasurer and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman		Chief Financial Officer and Assistant Treasurer (principal financial officer)	April 21, 2016
* Andrea Amico		President, Assistant Treasurer, Assistant Secretary and Director	April 21, 2016
* Sarah Amico		Director	April 21, 2016
* J.J. Schickel		Vice Chairman, Assistant Treasurer, Assistant Secretary and Director	April 21, 2016
*By:	/s/ THEO CIUPITU Attorney-in-Fact

SIGNATURES

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri on the 21^st day of April, 2016.

CARPILOT, INC.
By:	/s/ MICHAEL S. TESTMAN Michael S. Testman Chief Financial Officer

POWER OF ATTORNEY

        Know all men by these presents, that the undersigned directors and officers of the registrant, which is filing a registration statement on Form S-4 with the Securities and Exchange Commission, Washington, D.C. 20549 under the provisions of the Securities Act of 1933, as amended, hereby constitute and appoint Theo A. Ciupitu, Michael S. Testman and T. Michael Riggs, and each of them, the individual's true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign such registration statement and any or all amendments, including post-effective amendments to the registration statement, including a prospectus or an amended prospectus therein and any registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kansas City, Missouri, on the 21^st day of April, 2016.

SIGNATURE	TITLE(S)	DATE
/s/ T. MICHAEL RIGGS T. Michael Riggs	Chief Executive Officer and Director (principal executive officer)	April 21, 2016
/s/ MICHAEL S. TESTMAN Michael S. Testman	Chief Financial Officer and Director (principal financial officer)	April 21, 2016
/s/ SARAH AMICO Sarah Amico	Executive Chairperson and Director	April 21, 2016

QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

Item 21. Exhibits and Financial Statement Schedules.
Item 22. Undertakings.

SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
POWER OF ATTORNEY

EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION

OF

CarPilot, Inc.

ARTICLE I.

The name of the corporation is CarPilot, Inc. (the “Corporation”).

ARTICLE II.

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”), and the Corporation shall have all powers necessary to engage in such acts or activities, including, but not limited to, the powers enumerated in the DGCL.

ARTICLE III.

The address of the current registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.  The name of the current registered agent at such address is Corporation Service Company.  The mailing address of the registered office of the Corporation is the same as its street address.

ARTICLE IV.

(a)The Corporation is authorized to issue one class of stock to be designated, the “Common Stock.” The total number of Common Stock shares that the Corporation is authorized to issue is 1,000 shares, $0.0001 par value per share.

A.Voting Rights.  With respect to voting powers, except as otherwise required by the DGCL, the holders of the Common Stock shall possess all voting powers for all purposes, including, by way of illustration and not of limitation, the election of directors.  Each share of Common Stock has one vote on each matter submitted to a vote of the Corporation’s shareholders.

B.Dividends.  Dividends may be declared and paid on the Common Stock from funds lawfully available therefor as and when determined by the Board of Directors of the Corporation.

C.Liquidation.  Upon the liquidation of the Corporation, the holders of shares of the Common Stock will be entitled to receive all assets of the Corporation available for distribution to its stockholders.

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ARTICLE V.

For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation, of its directors and of its stockholders, as the case maybe, it is further provided that:

A.The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors.

B.Except as otherwise provided in this Certificate of Incorporation, the Board of Directors may from time to time make, amend, supplement or repeal the Bylaws; provided, however, that the stockholders may change or repeal any Bylaw adopted by the Board of Directors by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation.  No amendment or supplement to the Bylaws adopted by the Board of Directors shall vary or conflict with any amendment or supplement thus adopted by the stockholders.

C.The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.

D.Following the effectiveness of the registration of any class of securities of the Corporation pursuant to the requirements of the Securities Exchange Act of 1934, as amended, no action shall be taken by the stockholders of the Corporation except at an annual or special meeting of stockholders called in accordance with the Bylaws and no action shall be taken by the stockholders by written consent.

E.Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.

ARTICLE VI.

Meeting of stockholders may be held within or without the State of Delaware, as the Bylaws may provide.  The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE VII.

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE VIII.

To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended in a manner more favorable to directors, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of

2

fiduciary duty as a director; except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit.  If the DGCL is amended after the effective date of this Certificate of Incorporation to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL.  Any (x) repeal or amendment of this Article VIII by the stockholders of the Corporation or (y) amendment to the DGCL shall not adversely affect any right or protection existing at the time of such repeal or amendment with respect to any acts or omissions occurring before such repeal or amendment of a person serving as a director of the Corporation or otherwise enjoying the benefits of this Article VIII at the time of such repeal or amendment.

ARTICLE IX.

A.The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or any predecessor of the Corporation or serves or served any other enterprise as a director, officer, employee or agent at the request of the Corporation or any predecessor of the Corporation, provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnity any officer (or his heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors.  The right to indemnification conferred by this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that if the DCCL requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article IX.

B.The rights to indemnification and to the advance of expenses conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, this Certificate of Incorporation, the Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

C.Any repeal or modification of this Article IX by the stockholders of the Corporation shall not adversely affect any rights to indemnification, and to the advancement of expenses of a person serving as a director, or officer, employee or agent of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

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ARTICLE X.

Any action required or permitted to be taken at an annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents, in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE XI.

The name and mailing address of the incorporator are as follows:

Claressa Duberry

Jack Cooper Logistics, LLC

630 Kennesaw Due West Road

Kennesaw, Georgia

4

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate of Incorporation, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hand this 8th day April, 2016.

BY:	/s/ Claressa Duberry
	Claressa Duberry, Incorporator

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EX-3.22

Exhibit 3.22

BYLAWS

OF

CarPilot, Inc.

ARTICLE I

Offices

Section 1.  Principal and Registered Offices.  The principal office of the Corporation shall be located at such place as the Board of Directors may specify from time to time.  The registered office of the Corporation shall be located at 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19801.

Section 2.  Other Offices.  The Corporation may have offices at such other places, either within or without the State of Delaware, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Stockholders

Section 1.  Place of Meeting.  Meetings of stockholders shall be held at the principal office of the Corporation or at such other place or places, either within or without the State of Delaware, as shall either (i) be designated in the notice of the meeting or (ii) be agreed upon at or before the meeting by a majority of the stockholders entitled to vote at the meeting.

Section 2.  Annual Meetings.  The annual meeting of stockholders shall be held on any day (except Saturday, Sunday or a holiday) prior to March 15 of each year for the purpose of electing directors of the Corporation and the transaction of such other business as may be properly brought before the meeting.

Section 3.  Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article II. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors, and shall be called by the Chairman of the Board of Directors, the Chief Executive Officer or the President or by order of the Board of Directors upon the written request of any member of the Board of

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Directors or the holder or holders of at least 10% of all the shares of capital stock entitled to vote at the meeting.

Section 5.  Notice of Meetings.  Written or printed notice, stating the time and place of the meeting and, in the case of a special meeting, briefly describing the purpose or purposes of the meeting, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder of record entitled to vote at the meeting, by delivering a written notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his last address as it appears on the stock records of the Corporation.  It shall be the primary responsibility of the Secretary to give the notice, but notice may be given by or at the direction of the Chairman of the Board of Directors, the Chief Executive Officer or the President or other person or persons calling the meeting.  If a matter (other than the election of directors) is to be considered at an annual meeting on which a vote of stockholders is required by law or otherwise, notice shall be given as if the meeting were a special meeting.  If any stockholder shall, in person or by attorney thereunto authorized, waive in writing notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him.  Notice of any adjourned meeting of the stockholders shall not be required to be given, except where expressly required by law.

Section 6.  Proxies.  A stockholder may attend, represent, and vote his shares at any meeting in person, or be represented and have his shares voted for by a proxy which such stockholder has duly executed in writing.  No proxy shall be valid after eleven (11) months from the date of its execution unless a longer period is expressly provided in the proxy.  Each proxy shall be revocable unless otherwise expressly provided therein or unless otherwise made irrevocable by law.

Section 7.  Quorum. Except as otherwise provided by law, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders.  In the absence of a quorum, any officer entitled to preside at, or act as Secretary of, such meeting, shall have the power to adjourn the meeting from time to time until a quorum shall be constituted.  At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called.  When a quorum is once present to organize a meeting, the stockholders present may continue to do business at the meeting or at any adjournment thereof notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Section 8.  Voting of Shares.  Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the stockholders, except as otherwise provided in the certificate of incorporation.  The vote by the holders of a majority of the shares voted on any matter at a meeting of stockholders at which a quorum is present shall be the act of the stockholders on that matter, unless the vote of a greater number is required by law, by the certificate of incorporation, or by these bylaws.  Voting on all matters shall be by voice vote or by a show of hands, unless the holders of a majority of the shares represented at the meeting shall demand a vote by written ballot on a particular matter.

Section 9.  Action Without Meeting.  Any action which the stockholders could take at a meeting may be taken without a meeting if a consent in writing, setting forth the action

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taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  The consent shall be filed with the Secretary of the Corporation as part of the corporate records.  Such written consent shall have the same force and effect as a vote of stockholders, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business.

Section 10.  Meeting by Use of Conference Telephone.  Subject to the requirement for notice of meetings and if permitted by applicable law, stockholders may participate in and hold a meeting of such stockholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 11.  Record Date.  The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of or to vote at any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose.  Such date, in any case, shall be not more than sixty days, and in case of a meeting of stockholders not less ten days, prior to the date on which the particular action requiring such determination of stockholders is to be taken.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.  If the stock transfer books are not closed, and no record date is fixed for the determination of stockholders, or of stockholders entitled to receive payment of a dividend; the date on which notice of the meeting is mailed, or the date on which the resolution of the Board of Directors declaring the dividend is adopted, as the case may be, shall be the record date for the determination of stockholders.

Section 12.  List of Stockholders.  It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every stockholders meeting, a complete list of stockholders entitled to vote at such meeting arranged in alphabetical order.  Such list shall be open to the examination of any stockholder at the principal office of the Corporation for said ten days before such meeting, and shall be produced and kept at the time and place of the meeting during the whole time thereof and shall be subject to the inspection of any stockholder who may be present.  The stock records of the Corporation shall be the only evidence of who are the stockholders entitled to examine such list or the books of the Corporation or to vote in person or by proxy at such meeting.

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ARTICLE III

Board of Directors

Section 1.  General Powers.  The business and affairs of the Corporation shall be managed by the Board of Directors except as otherwise provided by law, by the certificate of incorporation of the Corporation or by these bylaws.

Section 2.  Number, Term and Qualification.  The Board of Directors of the Corporation shall consist of one or more members as determined by the Board of Directors or the Stockholders from time to time.  Each director shall hold office until the next annual meeting of stockholders and until a successor is elected and qualified, or until his death, resignation or removal pursuant to these bylaws.  Directors need not be residents of the State of Delaware or stockholders of the Corporation.

Section 3.  Removal.  Directors may be removed from office with or without cause by a vote of stockholders who hold a majority of the shares then entitled to vote at an election of directors.  If any directors are so removed, new directors may be elected at the same meeting.

Section 4.  Resignation.  Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board of Directors, the Chief Executive Officer, President or Secretary of the Corporation, The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified therein.  The acceptance of such resignation shall not be necessary to make it effective.

Section 5.  Vacancies.  Any vacancy in the Corporation’s Board of Directors may be filled by a majority of the remaining directors.  The stockholders may elect a director at any time to fill a vacancy not filled by the directors.

Section 6.  Compensation.  The directors shall not receive compensation for their services as such, except that the directors shall be entitled to be reimbursed for any reasonable expenses paid by them by reason of their attendance at any regular or special meeting of the Board of Directors or any of its committees, and by resolution of the Board of Directors, the directors may be paid fees, which may include but are not restricted to fees for attendance at meetings of the Board or any of its committees.  Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1.  Annual and Regular Meetings.  The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the stockholders.  The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times.  If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day

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that is not a legal holiday or on a date designated in the notice of the meeting during either the same week in which the regularly scheduled date falls or during the preceding or following week.  Regular meetings of the Board shall be held at the principal office of the Corporation or at such other place as may be designated in the notice of the meeting.  Notice of annual meetings or any regular meetings held at the principal office of the Corporation and at the usual scheduled time shall not be required.

Section 2.  Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board of Directors, Chief Executive Officer, President or any one director.  Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.  Notice of Meetings.  The Secretary or other person or persons calling a meeting for which notice is required shall give notice by mail or telegram at least five days before the meeting, or by telephone at least twenty-four hours before the meeting.  Notice of the time, place and purpose of such meeting may be waived in writing before or after such meeting, and shall be equivalent to the giving of the notice. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.  Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in this notice of such meeting.

Section 4.  Quorum.  A majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the Board of Directors, but a smaller number may adjourn the meeting from time to time until a quorum shall be present.  Any regular or special directors’ meeting may be adjourned from time to time by those present, whether a quorum is present or not.

Section 5.  Manner of Acting.  Except as otherwise provided by law, those bylaws or the certificate of incorporation of the Corporation or otherwise, the act of the majority of the directors present at a meeting at which a quorum is present shall-be the act of the Board of Directors.

Section 6.  Action Without Meeting.  Action taken by a majority of the directors or of a committee of directors without a meeting is nevertheless Board or committee action, if written consent to the action is signed by all the directors or members of the committee, as the case may be, and filed with the minutes of the proceedings of the Board or committee, whether done before or after the action is taken.  Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Delaware, or any other state wherein the Corporation may do business,

Section 7.  Meeting by Use of Conference Telephone.  Any one or more directors or members of a committee may participate in a meeting of the Board or any of its committees by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be

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deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1.  Designation of Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority (i) to approve or adopt, or recommend to the stockholders of the Corporation, any action or matter expressly required by the General Corporation Law of the State of Delaware to be submitted to the stockholders of the Corporation for approval, or (ii) adopt, amend or repeal any bylaws of the Corporation.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2.  Executive Committee.  There may be an Executive Committee of not more than three directors designated by resolution passed by a majority of the whole Board of Directors.  Such committee may meet at stated times, or on notice to all by any of their own number.  During intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, except that the Executive Committee shall not have authority to authorize or approve the following matters:

(a)The dissolution, merger or consolidation of the Corporation or the sale, lease or exchange of all or substantially all the property or assets of the Corporation.

(b)The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board of Directors in the management of the Corporation or the filling of vacancies in the Board of Directors or in such committee.

(c)The fixing of compensation of the directors for serving on the Board of Directors or on such committee.

(d)The amendment or repeal of any resolution of the Board of Directors which by its terms shall not be so amendable or repealable.

(e)The matters set forth in items (i) and (ii) of Section 1 of this Article V.

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Vacancies in the membership of the Executive Committee shall be filled by a majority of the whole Board of Directors at a regular meeting or at a special meeting called for that purpose.

Section 3.  Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the Board of Directors at or before the next meeting of the Board.

Section 4.  Action Without Meeting, Telephonic Meeting.  Action may be taken by each committee in the manner allowed by the Board of Directors pursuant to Sections 6 and 7 of Article IV.

ARTICLE VI

Officers

Section 1.  Titles.  The Board of Directors shall have the exclusive power and authority to elect from time to time such officers the Corporation including a Chairman, Vice Chairman, Chief Executive Officer, President, one or more Executive Vice Presidents, one or more Senior Vice Presidents, one or more Vice Presidents, General Counsel, one or more Associate General Counsels, Chief Financial Officer, Treasurer, Controller, Secretary, one or more Assistant Treasurers, one or more Assistant Controllers, one or more Assistant Secretaries, and such other officers as it shall deem necessary.  Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of.  Directors.  Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required,

Section 2.  Election and Term.  The officers of the Corporation shall be elected by the Board of Directors at the regular meeting of the Board held each year immediately following the annual meeting of the stockholders. Each officer shall hold office until the next regular meeting at which officers are to be elected and until a successor is elected and qualifies or until his death, resignation, or removal pursuant to these bylaws,

Section 3.  Removal.  Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served, but removal shall be without prejudice to any contract rights of the individual removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4.  Vacancies.  Vacancies among the officers may be created and filled by the Board of Directors.

Section 5.  Compensation.  The compensation and all other terms of employment of the officers shall be fixed by the disinterested members of the Board of Directors.  No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

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Section 6.  Chairman of the Board of Directors.  The Board may designate the Chairman of the Board as having the powers of the Chief Executive Officer and/or the President coextensively with the Chief Executive Officer and/or the President, as applicable.  If so designated, the Chairman of the Board shall have all the powers and duties of the Chief Executive Officer and/or the President, coextensively with the Chief Executive Officer and/or the President, as applicable, and such other powers and duties as the Board may determine, and any act required or permitted by law to be done by the Chief Executive Officer or the President, as applicable, may be done instead by the Chairman of the Board.  The Chairman of the Board, whether or not designated as having powers of the Chief Executive Officer and/or the President, shall preside at all meetings of the shareholders and the Board, except as otherwise provided in these Bylaws, and shall be ex officio a member of all standing committees, unless otherwise provided in the resolution appointing the same. In the event of the disability, death, resignation or removal of the Chief Executive Officer or the President, as applicable, or the failure to elect a Chief Executive Officer or a President, as applicable, the Chairman shall have the sole powers of the Chief Executive Officer or the President, as applicable, and shall hold such office unless and until a new Chief Executive Officer or President (as applicable) is elected by the Board.

Section 7.  Vice Chairman.  The Vice Chairman, if such officer is elected, shall have such powers and perform such duties as the Board of Directors or the Chairman of the Board of Directors (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be prescribed in these bylaws.  In the absence of Chairman of the Board of Directors, the Vice Chairman shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 8.  Chief Executive Officer.  Subject to such powers, if any, as may be given by the Board of Directors to the Chairman of the Board of Directors, if there is such officer, the Chief Executive Officer shall have supervision over and may exercise general executive powers concerning all of the operations and business of the Corporation, with the authority from time to time to delegate to other officers such executive and other powers and duties as he may deem advisable.  If there be no Chairman of the Board of Directors or Vice Chair, or in their absence, the Chief Executive Officer shall preside at all meetings of the stockholders and of the Board of Directors, unless the Board of Directors appoints another person who need not be a stockholder, officer or director of the Corporation, to preside at a meeting of stockholders.

Section 9.  President.  The President shall perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may delegate from time to time or as may be provided by applicable law or elsewhere in these bylaws.

Section 10.  Executive Vice Presidents, Senior Vice Presidents and Vice Presidents.  The Executive Vice Presidents, Senior Vice Presidents and Vice Presidents, if such officers are elected, shall have such powers and perform such duties as the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) may from time to time prescribe or as may be

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prescribed in these bylaws.  At the request of the Chairman of the Board of Directors or the Chief Executive Officer (to the extent he is authorized by the Board of Directors to prescribe the authority and duties of other officers) any Vice President shall exercise the powers of the President during that officer’s absence or inability to act.  Any action taken by a Vice President in the performance of the duties of the President shall be presumptive evidence of the absence or inability to act of the President at the time the action was taken.

Section 11.  General Counsel.  The General Counsel shall advise and represent the Corporation generally in all legal matters and proceedings, and shall act as counsel to the Board of Directors and the Executive Committee.  The General Counsel may sign and execute pleadings, powers of attorney pertaining to legal matters, and any other contracts and documents in the regular course of his duties.

Section 12.  Associate General Counsels.  Each Associate General Counsel shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, General Counsel, or Board of Directors, and the Associate General Counsels shall exercise the powers of the General Counsel during that officer’s absence or inability to act.

Section 13.  Chief Financial Officer.  The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares.  The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director.  The Chief Financial Officer shall render to the Chief Executive Officer, and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation.  The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 14.  Treasurer.  The Treasurer shall have custody of all funds and securities belonging to the Corporation and shall receive, deposit or disburse the same under the direction of the Board of Directors. The Treasurer shall keep full and accurate accounts of the finances of the Corporation and shall cause a true statement of the assets and liabilities of the Corporation as of the close of each fiscal year and of the results of its operations and of changes in surplus, all in reasonable detail, to be made and filed at the principal office of the Corporation within three months after the end of the fiscal year. The statement shall be available for inspection by any stockholder for a period of ten years, and the Treasurer shall mail or otherwise deliver a copy of the latest statement to any stockholder upon written request.  The Treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors. If a Chief Financial Officer has not been elected or appointed, the Treasurer shall perform the duties of the Chief Financial Officer unless and until a Chief Financial Officer is elected by the Board of Directors

Section 15.  Controller and Assistant Controllers.  The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform

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such other duties as the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors shall designate.  Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, or Board of Directors and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 16.  Assistant Treasurers.  Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Chief Financial Officer, Treasurer, or Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 17.  Secretary.  The Secretary shall keep accurate records of the acts and proceedings of all meetings of stockholders and of the Board of Directors and shall give all notices required by law and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it.  The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep at the principal office of the Corporation a record of stockholders, showing the name and address of each stockholder and the number and class of the shares held by each.  The Secretary shall sign such instruments as may require the signature of the Secretary, and in general shall perform the duties incident to the office of Secretary and such other duties as may be assigned from time to time by the Chief Executive Officer, President, or Board of Directors.

Section 18.  Assistant Secretaries.  Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Chief Executive Officer, President, Secretary, or Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 19.  Voting Upon Stocks.  Unless otherwise ordered by the Board of Directors, the President shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the stockholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised if present. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1.  Certificates.  Certificates for shares of the capital stock of the Corporation shall be in such form not inconsistent with the certificate of incorporation of the Corporation as shall be approved by the Board of Directors.  The certificates shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the Corporation.  Each certificate shall be signed by the Chairman of the Board of Directors, the Chief Executive Officer, the President or any Vice President and by the Secretary,

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Assistant Secretary, Treasurer or Assistant Treasurer; provided, that where a certificate is signed by a transfer agent or assistant transfer agent of the Corporation, the signatures of such officers of the Corporation upon the certificate may be by facsimile, engraved or printed. Each certificate shall be sealed with the seal of the Corporation or a facsimile thereof.

Section 2.  Transfer of Shares.  Transfer of shares shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative.  All certificates surrendered for transfer shall be canceled before new certificates for the transferred shares shall be issued.

Section 3.  Restrictions on Transfer of Shares.  Shares of capital stock of the Corporation shall not be transferred except as provided under the terms of any agreements among the holders of such shares.  Each stock certificate issued by the Corporation representing shares of its common or preferred stock shall bear an appropriate reference to the above-mentioned restriction.

Section 4.  Transfer Agent and Registrar.  The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers,

Section 5.  Regulations.  The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6.  Lost Certificates.  The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction.  When authorizing issuance of a new certificate, the Board may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

General Provisions

Section 1.  Dividends.  The Board of Directors may from time to time declare, and the Corporation may pay, dividends out of its earned surplus on its outstanding shares in the manner and upon the tams And conditions provided by law.

Section 2.  Seal.  The seal of the Corporation shall have inscribed thereon the name of the Corporation and “Delaware” around the perimeter, and the words “Corporate Seal” in the center.

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Section 3.  Waiver of Notice.  Whenever notice is required to be given to a stockholder, director or other person under the provisions of these bylaws, the certificate of incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or alter the time stated in the notice, shall be equivalent to giving the notice.

Section 4.  Depositories and Checks.  All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks, or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 5.  Bond.  The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board.

Section 6.  Loans.  No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

Section 7. Taxable Year.  The taxable year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 8.  Indemnification of Directors, Officers, Employees and Agents.

(a)Right to Indemnification.  Each person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he is or was a director, officer or employee of the Corporation or any predecessor of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the ease of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitees heirs, executors and administrators; provided, however,

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that, except as provided in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.  The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise participating in any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including without limitation, service to art employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise (hereinafter an “undertaking”).

(b)Right of Indemnitee to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the ease of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.  If successful in whole or in part in any such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.  In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met the applicable standard of conduct set forth in the Delaware General Corporation Law.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of expenses under this Section or otherwise shall be on the Corporation.

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(c)Non-Exclusivity of Rights.  The rights to indemnification and to the advancement of expenses conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the certificate of incorporation of the Corporation, these bylaws, by agreement, by vote of stockholders or disinterested directors or otherwise.

(d)Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss under the Delaware General Corporation Law.

(e)Indemnification of Agents of the Corporation.  The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses, to any agent of the Corporation to the fullest extent of the provisions of the Section with respect to the indemnification and advancement of expenses of directors, officers and employees of the Corporation.

Section 9.  Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the stockholders or by law, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the stockholders may not be readopted, amended or repealed by the board of directors if neither the articles of incorporation nor a bylaw adopted by the stockholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally without the assent or vote of the stockholders.  These bylaws may be amended or repealed by the stockholders even though the bylaws may also be amended or repealed by the board of directors.  A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the stockholders, only by the stockholders, unless such bylaw as originally adopted by the stockholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the stockholders or by the board of directors.  A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the stockholders:

Section 10.  Stockholders Agreement.  To the extent that the provisions of these Bylaws are inconsistent with any stockholders agreement subsequently entered into by the holders of the Corporation’s capital stock, the stockholders agreement shall control.

* * * *

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THIS IS TO CERTIFY that the above Bylaws of CarPilot Inc. were duly adopted by the Board of Directors of the Corporation by action taken by unanimous written consent effective the 8th day of April, 2016.

This 8th day of April, 2016.

/s/ Theo Ciupitu

Theo A. Ciupitu, Secretary

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EX-5.1.1

Exhibit 5.1.1

April 21, 2016

CarPilot, Inc.

630 Kennesaw Due West Road

Kennesaw, GA 30152

Re:Jack Cooper Holdings Corp. - Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to CarPilot, Inc. (the “Covered Transaction Party”), a newly formed Delaware corporation and an indirect subsidiary of Jack Cooper Holdings Corp. (the “Company”), in connection with the filing of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) by the Company and the Guarantors (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”).  The Registration Statement relates to the exchange of the Company’s 9.25% Senior Secured Notes due 2020, which have been registered under the Securities Act (the “Exchange Notes”), for a like principal amount of its issued and outstanding 9.25% Senior Secured Notes due 2020, which have not been registered under the Securities Act (the “Original Notes”), upon the terms and subject to the conditions set forth in the Registration Statement and the related Letter of Transmittal (which, together with the Registration Statement, constitute the “Exchange Offer”).  This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

The Exchange Notes and the guarantees thereof will be and the Original Notes and the guarantees thereof are governed by the indenture dated as of June 18, 2013 (as amended and supplemented to date, the “Indenture”), among the Company, the Guarantors named therein (the “Guarantors”) and U.S. Bank National Association, as trustee.  The Exchange Offer constitutes an offer to exchange up to $375,000,000 aggregate principal amount of the Exchange Notes for an equal aggregate principal amount of the Original Notes.

As such counsel and for purposes of our opinions set forth below, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments of the Company as we have deemed necessary or appropriate as a basis for the opinions set forth herein, including, without limitation:

(i)the Registration Statement;

(ii)the Indenture;

(iii)the Exchange Notes;

(iv)the guarantees with respect to the Exchange Notes issued by each of the Guarantors;

(v)the guarantee with respect to the Exchange Notes to be issued by the Covered Transaction Party (the “Covered Transaction Party Guarantee”);

(vi)the certificate of incorporation of the Covered Transaction Party, as filed with the Secretary of State of the State of Delaware on April 8, 2016, and the bylaws of the Covered Transaction Party as presently in effect as certified by the Secretary of the Covered Transaction Party as of the date hereof;

(vii)a certificate of the Secretary of State of the State of Delaware as to the incorporation and good standing of the Covered Transaction Party under the laws of such State, as of April 21, 2016; and

(viii)resolutions adopted by the board of directors of the Covered Transaction Party, certified by the Secretary of the Covered Transaction Party, relating to the execution and delivery of, and the performance by the Covered Transaction Party of its obligations under, the Transaction Documents (as defined herein).

In addition to the foregoing, we have made such investigations of law as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

The Exchange Notes, the Covered Transaction Party Guarantee and the Indenture are referred to herein, individually, as a “Transaction Document” and, collectively, as the “Transaction Documents.”

In such examination and in rendering the opinions expressed below, we have assumed: (i) the due authorization, execution and delivery of all agreements, instruments and other documents by all the parties thereto (other than the due authorization, execution and delivery of the Transaction Documents by the Covered Transaction Party); (ii) the genuineness of all signatures on all documents submitted to us; (iii) the authenticity and completeness of all documents, corporate and limited liability company records, certificates and other instruments submitted to us; (iv) that photocopy, electronic, certified, conformed, facsimile and other copies submitted to us of original documents, corporate records, certificates and other instruments conform to the original documents, records, certificates and other instruments, and that all such original documents were authentic and complete; (v) the legal authority of all individuals executing documents; (vi) that the Transaction Documents executed in connection with the transactions contemplated thereby are the valid and binding obligations of each of the parties thereto (other than the Covered Transaction Party), enforceable against such parties (other than the Covered Transaction Party) in accordance with their respective terms and that no Transaction Document has been amended or terminated orally or in writing except as has been disclosed to us; and (vii) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Company, Guarantors and the Covered Transaction Party and other persons on which we have relied for the purposes of this opinion are true and correct. As to all questions of fact material to this opinion and as to the materiality of any fact or other matter referred to herein, we have relied (without independent investigation) upon certificates or comparable documents of officers and representatives of the Covered Transaction Party.

Based upon the foregoing, and in reliance thereon, and subject to the limitations, qualifications and exceptions set forth herein, we are of the following opinion:

1.When (a) the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Covered Transaction Party Guarantee on the Exchange Notes has been duly endorsed, the Covered Transaction Party Guarantee will constitute a valid and binding obligation of the Covered Transaction Party enforceable against the Covered Transaction Party in accordance with its terms.

Our opinions set forth above are subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and by general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith and

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reasonableness in the interpretation and enforcement of contracts, and the application of such principles to limit the availability of equitable remedies such as specific performance.

Without limiting any of the other limitations, exceptions and qualifications stated elsewhere herein, we express no opinion with regard to the applicability or effect of the law of any jurisdiction other than, as in effect on the date of this letter, (i) the internal laws of the State of New York and the Delaware General Corporation Law, and (ii) the federal laws of the United States.

This opinion letter deals only with the specified legal issues expressly addressed herein, and you should not infer any opinion that is not explicitly addressed herein from any matter stated in this letter.

We hereby consent to being named as counsel to the Covered Transaction Party in the Registration Statement, to the references therein to our Firm under the caption “Legal Matters” and to the inclusion of this opinion as an exhibit to the Registration Statement.  In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Paul Hastings LLP

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EX-21.1

Exhibit 21.1

Subsidiaries of Jack Cooper Enterprises, Inc.

Jack Cooper Holdings Corp.

Jack Cooper Transport Company, Inc.

Pacific Motor Trucking Company

Auto Handling Corporation

Jack Cooper Specialized Transport, Inc.

Jack Cooper Logistics, LLC

CarPilot, Inc.

Auto Export Shipping, Inc.

Axis Logistic Services, Inc.,

Jack Cooper CT Services, Inc.

Jack Cooper Rail and Shuttle, Inc.

Jack Cooper Transport Canada, Inc.

Jack Cooper Canada GP 1 Inc.

Jack Cooper Canada 1 Limited Partnership

Jack Cooper Canada GP 2 Inc.

Jack Cooper Canada 2 Limited Partnership

JCSV I, LLC

JCSV II, LLC

JCSV III, LLC.

JCSV Dutch B.V.

JCSV Dutch CoöperatiefU.A.

JCSV Dutch 1 C.V.

JCSC Netherlands 2 C.V.

JCH Mexico, S. de R.L. de C.V.

AXIS Operadora Hermosillo SA,

AXISOperadora Mexico SA,

AXIS Operadora Guadalajara SA,

AXIS Operadora Monterrey SA,

AXIS Logistica SRL

Areta SRL

AXIS Traslados SRL