OPERATIONAL ANNEX

METABOX LOGISTIC, LLC

(This Operational Annex forms an integral part of the Master Independent Agency Agreement)

1. AUTHORIZED POINTS OF SALE (POS)

1.1. The AGENT may operate exclusively through points of sale expressly authorized by METABOX.

1.2. Each authorized location shall be:

• Registered in METABOX’s internal system;
• Assigned to the AGENT in writing or through METABOX’s operational platform.

1.3. The AGENT is strictly prohibited from:

• Opening, using, or enabling unauthorized points of sale;
• Processing transactions outside assigned locations.

1.4. METABOX reserves the right to:

• Add, modify, suspend, or remove points of sale at any time for operational or strategic reasons.

2. PERMITTED METHODS OF PAYMENT

2.1. The following payment methods are permitted only if expressly authorized by METABOX:

• Point of Sale (POS) terminals assigned by METABOX;
• Electronic transfers (including Zelle or equivalent);
• Cash, subject to the cash-handling protocol herein.

2.2. All electronic payments shall be processed exclusively to accounts designated by METABOX.

2.3. The AGENT may not:

• Redirect payments;
• Use personal or third-party accounts;
• Offer alternative payment methods without written authorization.

3. CASH HANDLING AND DEPOSIT PROTOCOL

3.1. Cash payments are received directly by each authorized point of sale.

3.2. All cash received must be:

• Deposited into the designated account daily or weekly, as instructed by METABOX, for security reasons.

3.3. As an exceptional measure only, and when operationally required:

• Cash may be delivered in person to METABOX’s principal office, with prior coordination and written receipt.

3.4. The AGENT assumes full responsibility for cash custody until:

• The funds are deposited; or
• The funds are formally delivered and acknowledged.

3.5. Any loss, shortage, delay, or discrepancy prior to deposit or delivery shall be
the sole responsibility of the AGENT.

4. CARGO DELIVERY AND HANDLING PROTOCOL

4.1. METABOX is responsible for coordinating cargo pickup logistics.

4.2. The AGENT must ensure that all cargo is:

• Properly packed;
• Clearly labeled;
• Classified and documented according to METABOX standards;
• Ready at the scheduled pickup time.

4.3. Cargo not prepared in compliance may result in:

• Refusal of pickup;
• Rescheduling;
• Operational penalties.

5. OPERATIONAL PENALTIES

5.1. METABOX may impose operational penalties for, including but not limited to:

• Improper cash handling;
• Delayed or missed deposits;
• Cargo not ready for pickup;
• Recurrent operational errors;
• Unauthorized deviations from process.

5.2. Penalties may include:

• Financial deductions from settlements;
• Temporary suspension of collections;
• Reassignment or removal of accounts;
• Contract termination for repeated or severe breaches.

5.3. Penalties shall be applied without prejudice to METABOX’s right to pursue additional remedies.

6. POST-SALES SERVICE FLOW

6.1. All post-sales inquiries are initially received by METABOX’s centralized customer service system.

6.2. Cases shall be assigned to the AGENT based on territory or point of sale.

6.3. The AGENT is responsible for handling assigned cases in accordance with METABOX guidelines, including:

• Address changes;
• Operational claims;
• Customer inquiries;
• Approved refunds or adjustments.

6.4. The AGENT may not:

• Grant refunds;
• Offer compensation;
• Modify service conditions without prior written authorization from METABOX.

6.5. All post-sales actions must be:

• Documented;
• Logged in METABOX’s system;
• Closed within the established service timelines.

7. OPERATIONAL CONTROL

7.1. METABOX retains full operational control over systems, processes, and workflows.

7.2. This Annex may be updated by METABOX upon written notice, without requiring renegotiation of the Master Agreement.

Operational Principle

The system belongs to METABOX.
The AGENT operates within it.

ECONOMIC ANNEX

METABOX LOGISTICS LLC

(This Economic Annex forms an integral part of the Master Independent Commercial Agency Agreement)

1. ECONOMIC STRUCTURE

1.1. This Economic Annex governs all financial terms applicable to the operations conducted by the AGENT under the METABOX system.

1.2. The financial terms set forth herein may be updated or adjusted by METABOX upon written notice to the AGENT, without requiring amendment or termination of the Master Agreement.

2. DEFINITION OF NET PROFIT

2.1. For purposes of this Agreement, “Net Profit” shall mean the total gross revenue generated from operations under the METABOX system minus the following deductions, including but not limited to:

• Mandatory cargo insurance or contingency fund charges;
• Operational and logistical costs defined by METABOX;
• Refunds, chargebacks, and approved customer adjustments;
• Operational penalties;
• Taxes, governmental fees, or regulatory charges;
• Any additional costs expressly communicated by METABOX.

2.2. METABOX shall have sole authority to determine the methodology used to calculate Net Profit, provided such methodology is applied consistently.

3. PROFIT DISTRIBUTION

3.1. Net Profits shall be distributed as follows:

• Fifty percent (50%) to METABOX
• Fifty percent (50%) to the AGENT

3.2. No other compensation, commission, fee, or benefit shall be owed to the AGENT unless expressly authorized in writing by METABOX.

4. SETTLEMENTS AND PAYMENT CYCLES

4.1. Financial settlements shall be conducted on a weekly or monthly basis, as determined by METABOX.

4.2. METABOX shall provide a settlement report detailing revenues, deductions, and net distribution.

4.3. Payments to the AGENT shall be made through the payment method designated by METABOX.

5. CARGO INSURANCE / CONTINGENCY FUND

5.1. A mandatory charge equivalent to ten percent (10%) of the declared cargo value shall apply to each shipment.

5.2. Said charge shall be allocated to a contingency fund intended to mitigate losses, damages, or operational incidents.

5.3. The contingency fund:

• Does not constitute an insurance policy;
• Does not guarantee full reimbursement;
• Is administered solely at METABOX’s discretion.

5.4. METABOX shall determine whether the fund is managed:

• As a pooled fund, or
• As an individual fund per agency.

6. OPERATIONAL PENALTIES AND ADJUSTMENTS

6.1. METABOX may apply financial penalties or adjustments in cases including, but not limited to:

• Late or missing cash deposits;
• Improper cash handling;
• Operational delays attributable to the AGENT;
• Failure to comply with cargo preparation standards;
• Recurrent procedural errors.

6.2. Penalties may be applied through:

• Direct deductions from settlement payments;
• Temporary suspension of profit distributions;
• Other corrective measures deemed appropriate by METABOX.

7. TAXES AND REGULATORY MATTERS

7.1. Each Party shall be responsible for its own tax obligations arising from this Agreement.

7.2. METABOX shall not withhold taxes on behalf of the AGENT unless legally required.

8. FINANCIAL RECORDS AND AUDIT RIGHTS

8.1. The AGENT shall maintain accurate and complete financial records related to operations under this Agreement.

8.2. METABOX reserves the right to:

• Review financial records;
• Conduct audits;
• Request supporting documentation

upon reasonable notice.

9. MODIFICATIONS TO ECONOMIC TERMS

9.1. METABOX may modify economic terms contained in this Annex due to:

• Market conditions;
• Operational changes;
• Regulatory requirements;
• Strategic business decisions.

9.2. Any modification shall be communicated in writing and shall become effective on the date specified by METABOX.

10. PREVAILING TERMS

10.1. In the event of any conflict between this Economic Annex and the Master Agreement, the Master Agreement shall prevail, unless expressly stated otherwise.

ANNEX C

PROMOTION AND MARKETING

This Annex C – Promotion and Marketing (this “Annex”) forms an integral part of the Independent Commercial Agency Master Agreement (the “Master Agreement”) entered into by and between MetaBox Logistics LLC, a Texas limited liability company (“MetaBox”), and Hugo Maldonado, acting as Independent Commercial Agent for the Cinco Ranch territory (“Agent”).

This Annex sets forth the promotional, marketing, and brand usage standards applicable to the Agent in connection with the commercialization and promotion of MetaBox Cargo services.

1. Digital Promotional Materials

1.1. All design, visual identity, branding guidelines, creative direction, messaging frameworks, and structural elements of digital promotional materials (including, without limitation, social media content, advertisements, videos, digital campaigns, captions, and creative assets) shall be exclusive to MetaBox Cargo.

1.2. The publication, distribution, and use of any digital promotional materials by the Agent shall be conducted strictly in accordance with MetaBox’s brand guidelines, marketing policies, and approval processes, as may be updated from time to time.

1.3. The Agent shall not create, modify, adapt, localize, translate, reproduce, or derive any digital promotional material using MetaBox’s brand without MetaBox’s prior written authorization.

2. Audiovisual Content Collaboration

2.1. The Parties acknowledge that short-form audiovisual content is a material component of MetaBox Cargo’s organic, local, and community-based promotional strategy.

2.2. Accordingly, the Agent agrees to reasonably cooperate in the creation of audiovisual content by:

• Recording short videos, informational clips, testimonials, operational walkthroughs, or similar content formats;
• Facilitating the capture of content reflecting local operations, customer service, and territorial presence within the Cinco Ranch area;
• Supporting the production and dissemination of marketing content aligned with MetaBox’s strategic objectives.

2.3. Unless otherwise expressly agreed in writing, all audiovisual materials generated by or with the participation of the Agent may be used, reproduced, adapted, and distributed by MetaBox across its marketing and commercial channels without additional compensation to the Agent.

3. Physical Promotional Materials (POP Materials)

3.1. All physical promotional materials, including but not limited to:

• Banners
• Flyers
• Business cards
• Uniforms
• Point-of-purchase (POP) materials
• Commercial signage

shall be designed, approved, and coordinated exclusively by MetaBox or by the marketing advisory service retained by MetaBox Logistics LLC.

3.2. The costs of production, printing, manufacturing, and delivery of such materials shall be borne exclusively by the Agent, subject to prior written budget approval.

3.3. The Agent shall not independently source, manufacture, modify, or distribute physical promotional materials using MetaBox’s brand, trademarks, or visual identity without MetaBox’s prior written consent.

4. Brand Ownership and Use Rights

4.1. MetaBox retains exclusive ownership and all intellectual property rights over its corporate image, trademarks, logos, service marks, trade dress, visual identity, marketing assets, and any derivatives thereof.

4.2. The Agent is granted a limited, non-exclusive, non-transferable, and revocable license to use MetaBox’s brand assets solely for the purpose of performing obligations under the Master Agreement and strictly in accordance with MetaBox’s branding policies.

5. Post-Termination Obligations

5.1. Upon expiration or termination of the Master Agreement, for any reason:

• The Agent shall immediately cease all use of the MetaBox Cargo name, trademarks, logos, corporate image, and promotional assets;
• The Agent shall promptly remove or deactivate all MetaBox-branded content from physical locations, digital platforms, and marketing channels, as reasonably requested by MetaBox.

5.2. MetaBox reserves the right to continue using any promotional, audiovisual, or marketing materials created prior to termination, provided such use remains consistent with MetaBox’s branding and commercial strategy.

6. Governing Priority

In the event of any inconsistency or conflict between this Annex and the Master Agreement, the provisions of the Master Agreement shall govern and prevail.

7. Binding Effect

This Annex is binding upon the Parties, forms an integral and inseparable part of the Master Agreement, and shall survive termination to the extent necessary to enforce brand protection, intellectual property rights, and post-termination obligations.