Document ID : DARH-LEG-STRUCTURE-001 Title : Daralbeida Holdings LLC — Entity Structure and Group Ecosystem Version : 1.0 Status : ACTIVE Date Created : 2026-05-25 Prepared by : PYB / Daralbeida Style : BPGP Department : LEG Classification: Internal — Confidential KB Category : KB-LEG Filename : DARH_LEG_STRUCTURE_20260525.txt Related Docs : DARM-LEG-STRUCTURE-001, DARX-LEG-STRUCTURE-001, : DARM-LEG-RESEARCH-001 OUTLINE -------------------------------------------------------------------------------- 1. PURPOSE AND SCOPE 2. HOLDINGS LLC — ROLE AND OWNERSHIP 2.1 WHAT HOLDINGS OWNS 2.2 WHAT HOLDINGS DOES NOT DO 2.3 FORMATION 3. STRUCTURE RATIONALE — WHY THREE ENTITIES 4. FLOW — GROVE TO CONSUMER 5. FORMATION SEQUENCE 6. THIRD PARTIES AND CONTRACTORS 7. REFERENCE DATA — CONSOLIDATED 8. ACRONYMS 9. GLOSSARY DOCUMENT CONTROL -------------------------------------------------------------------------------- ================================================================================ 1. PURPOSE AND SCOPE ================================================================================ This document defines Daralbeida Holdings LLC (DARH) as an entity, explains the rationale for the three-entity group structure, describes the end-to-end operational flow from olive grove to consumer, covers the formation sequence for all three entities, and identifies the third-party contractors in the supply chain. Holdings LLC is the structural center of the Daralbeida ecosystem. It owns both operating entities and holds all intellectual property. The three-entity architecture radiates outward from Holdings as the parent. For the Moroccan operating entity (DARM), see DARM-LEG-STRUCTURE-001 and DARM-LEG-RESEARCH-001. For the US operating entity (Daralbeida Brands LLC), see DARX-LEG-STRUCTURE-001. Investment structure: any outside investor acquires a stake in Daralbeida Holdings LLC only. Neither operating entity is a separate investment vehicle. ================================================================================ 2. HOLDINGS LLC — ROLE AND OWNERSHIP ================================================================================ Daralbeida Holdings LLC is the Delaware parent entity. It does not trade, import, sell, employ, or generate revenue. Its sole functions are to hold and protect the intellectual property of the Daralbeida brand, and to serve as the legal owner of the two operating entities below it. Delaware is the chosen jurisdiction for a practical reason: it is the universally accepted standard for US companies seeking outside investment. Delaware corporate law is well-established, familiar to investors and their counsel, and imposes minimal administrative burden on single-founder holding structures. Any future angel round, seed round, or institutional raise will expect to see a Delaware entity at the top of the cap table. 2.1 WHAT HOLDINGS OWNS Holdings LLC owns the following assets: - The Daralbeida trademark — USPTO application filed. International expansion via Madrid Protocol planned for the EU, Canada, UK, Morocco, and Japan. - The domain daralbeida.com and all associated digital brand assets. - All trade secrets, formulation know-how, quality protocols, and proprietary sourcing relationships documented under internal reference DAB-TS-2026-01. - 100% of the membership interest in Daralbeida Brands LLC (the California operating entity). - 100% of the membership interest in Daralbeida Maroc SARL (the Moroccan operating entity), or alternatively held directly by the founder — to be confirmed with Moroccan corporate counsel regarding foreign-ownership rules and tax treatment. 2.2 WHAT HOLDINGS DOES NOT DO Holdings does not import goods, sign supplier contracts, hold inventory, register with the FDA, or operate any Amazon seller account. All operating activities sit in the two subsidiaries. This separation is intentional: a dispute with a supplier, a customs issue, or a product liability claim cannot directly threaten the trademark or brand equity held at the Holdings level. 2.3 FORMATION Formation cost is approximately $90 via a Delaware registered agent service. Holdings should be formed first, before either operating entity, so that both subsidiaries are created directly under the parent rather than requiring subsequent transfer. ================================================================================ 3. STRUCTURE RATIONALE — WHY THREE ENTITIES ================================================================================ Daralbeida operates through three distinct legal entities, each serving a specific and non-overlapping function. The structure was designed to serve two primary objectives: protect the brand and its intellectual property from operational liability, and position the business for outside investment from day one. A single-entity structure would expose the trademark, domain, and brand equity to any legal or commercial risk arising from import operations, supplier disputes, or distribution claims. Separating these functions across three entities insulates the most valuable asset — the brand — from the most exposed activity — importing and selling. The three entities and their core functions are: - Daralbeida Holdings LLC (Delaware): owns the brand, the intellectual property, and both operating subsidiaries. Investment vehicle. - Daralbeida Brands LLC (California): runs all US operations — importing, selling on Amazon, DTC, and B2B distribution. - Daralbeida Maroc SARL (Morocco): runs all Moroccan operations — sourcing, packing supervision, quality control, export compliance, and operates as the registered agricultural aggregator under Moroccan Law No. 04-12. The structure at a glance: Daralbeida Holdings LLC (Delaware) ← IP holder, investment vehicle ├── Daralbeida Maroc SARL (Casablanca) ← Moroccan operations, aggregator └── Daralbeida Brands LLC (California) ← US operations, sales, imports ================================================================================ 4. FLOW — GROVE TO CONSUMER ================================================================================ The complete operational flow from olive grove to end consumer is as follows. Daralbeida Maroc SARL (DARM) identifies and qualifies producers in Morocco under DAB-SOP-SOURCING-001. It signs formal aggregation contracts with qualifying producers (agrégés) and a processing contract with the ONSSA-certified anchor mill. It supervises the harvest, cold-pressing at or below 27°C using a two- phase extraction process, and packing. Each producer lot is tracked individually by producer ID, grove, and harvest date. Before any lot is sealed, a CDR OxiTester Junior reading is run. Lots passing Gate 1 thresholds are eligible for Daralbeida bottling; lots failing are rejected or redirected to bulk. Selected lots are bottled, labeled, and prepared for export. DARM coordinates the full export documentation package and hands the goods to the freight forwarder on FOB Casablanca terms. The freight forwarder books ocean carriage. Transit from Casablanca to the Port of Los Angeles or Long Beach takes 18 to 25 days. The shipment travels on ISPM-15 treated pallets as required for US port entry. An Importer Security Filing (ISF 10+2) is submitted to US Customs and Border Protection at least 24 hours before loading. On arrival at the US port, Daralbeida Brands LLC (DARX), as Importer of Record, files the customs entry, claims the MAFTA zero-duty provision (SPI "BH" on the ACE entry summary), submits the FDA Prior Notice, and completes FSVP verification. The goods clear customs and are routed to the third-party logistics provider (3PL). Goods never route directly from port to an Amazon fulfillment center — the 3PL step is mandatory. At the 3PL, any FNSKU labels not applied at source in Morocco are applied, the shipment is inspected and documented, and an FBA inbound shipment is created and dispatched to the Amazon fulfillment network. An accredited third-party laboratory (SGS or Bureau Veritas) issues a Certificate of Analysis on each arriving lot (Gate 2), confirming quality claims made at origin. Daralbeida Brands LLC then sells the product through Amazon FBA as the primary channel in Year 1, through daralbeida.com as a DTC channel from Year 1 build-out onward, and through B2B wholesale channels from Year 2, including a 3-litre Bag-in-Box format with a precision dosing spout for foodservice accounts. Daralbeida Holdings LLC sits above all of this, holding the trademark, the brand equity, and the ownership of both operating entities. It is the entity that any future investor takes a stake in. ================================================================================ 5. FORMATION SEQUENCE ================================================================================ The entities must be formed in the following order: STEP 1 — Daralbeida Holdings LLC (Delaware): Form before anything else. Approximately $90 via a Delaware registered agent. Once formed, it holds the trademark and serves as the parent for both subsidiaries. No subsidiary should exist before Holdings is incorporated. STEP 2 — Daralbeida Brands LLC (California): Form as a wholly-owned subsidiary of Holdings. Register with the FDA (facility registration, biennial renewal required). Set up the Amazon Seller Central account. Establish the customs bond and FSVP program. California jurisdiction is appropriate for a sole-founder import business operating from Los Angeles. STEP 3 — Daralbeida Maroc SARL (Casablanca): Engage a Moroccan corporate attorney. Formation takes four to eight weeks. DARM must be formed before any purchasing agreements are signed with Moroccan suppliers, so contracts are executed by the correct legal entity. STEP 4 — Agricultural Aggregator Registration: Concurrent with or immediately following SARL formation. Prepare and submit the aggregation project dossier to the relevant DPA under Joint Orders No. 2410-19 and No. 2411-19. No FDA-subsidized investment may commence before Ministry pre-approval. Engage Moroccan counsel familiar with Law No. 04-12. ================================================================================ 6. THIRD PARTIES AND CONTRACTORS ================================================================================ The following parties appear in the operational flow. None are legal entities of Daralbeida. They are contracted third parties performing specific functions. 6.1 OLIVE PRODUCERS (AGRÉGÉS) Individual olive farmers contracted by Daralbeida Maroc SARL under formal aggregation contracts pursuant to Law No. 04-12. Each agrégé delivers olives to the anchor certified mill. DARM provides technical support, agronomic guidance, and a guaranteed purchase commitment in return. Each producer is tracked by a Producer ID (DAB-PROD-YYYY-NNN) under DAB-SOP-SOURCING-001. Only qualifying lots from any campaign are selected for bottling under the Daralbeida brand. 6.2 ANCHOR MILL An ONSSA-certified processing facility performing cold extraction and packing. This facility serves as the anchor of the aggregation project — the shared infrastructure around which producers are organized. Contracted by DARM. Must hold a current ONSSA agrément number verifiable against the official ONSSA list. This is a non-negotiable eliminatory criterion. No mill without a current verifiable agrément may be engaged. 6.3 FREIGHT FORWARDER Handles ocean booking, marine insurance, Importer Security Filing (ISF 10+2), and bill of lading management from Casablanca. Primary candidates: DocShipper and Swift Cargo Maroc. Goods are handed over on FOB Casablanca terms. 6.4 OCEAN CARRIER CMA CGM, MSC, or Maersk on the Casablanca-Los Angeles route. Transit time 18 to 25 days. LCL for the proof-of-concept first shipment; FCL once volume justifies the upgrade. 6.5 US CUSTOMS AND BORDER PROTECTION (CBP) Handles customs entry, MAFTA duty exemption claim (SPI "BH"), and FDA Prior Notice clearance at the Port of Los Angeles or Long Beach. Not a contracted party. Regulatory authority only. 6.6 THIRD-PARTY LOGISTICS PROVIDER (3PL) A bonded US warehouse that receives all inbound shipments, applies FNSKU labels if not applied at source in Morocco, inspects for damage, and creates Amazon FBA inbound shipment plans. Goods never route directly from port to an Amazon fulfillment center. The 3PL intermediate step is mandatory for proof-of-concept and initial volume phases. 6.7 QUALITY LABORATORY — US An accredited laboratory (SGS or Bureau Veritas) issuing the Gate 2 Certificate of Analysis on each arriving lot. Confirms quality claims made at origin and supports premium marketing documentation. ================================================================================ 7. REFERENCE DATA — CONSOLIDATED ================================================================================ The following table provides key reference data across the Daralbeida group. Entity-specific reference tables appear in DARM-LEG-STRUCTURE-001 and DARX-LEG-STRUCTURE-001. Field Value ───────────────────────────────── ────────────────────────────────────────── Holdings LLC jurisdiction Delaware Holdings LLC formation cost ~$90 via registered agent Holdings LLC role IP holder and investment vehicle Brands LLC jurisdiction California Brands LLC regulatory role IOR, FDA registrant, FSVP party, MAFTA DARM jurisdiction Morocco (Casablanca) DARM legal form SARL DARM formation timeline 4-8 weeks, Moroccan corporate attorney DARM aggregator law Law No. 04-12 on Agricultural Aggregation DARM aggregator joint orders No. 2410-19 and No. 2411-19, Oct 28, 2019 DARM Tier A subsidy (EVOO) 675 MAD per contracted hectare DARM IS tax — agricultural 0% below 5,000,000 MAD; 20% above DARM VAT on exported EVOO Zero-rated Gate 1 — FFA ≤0.5% Gate 1 — Peroxide ≤12 meq O2/kg Gate 1 — Polyphenols ≥250 mg/kg Gate 2 — laboratory SGS or Bureau Veritas (accredited COA) FOB handoff Casablanca (DARM to freight forwarder) Ocean transit 18-25 days, Casablanca to LA/Long Beach MAFTA duty rate 0% on HTS 1509.10.4000 since Jan 2023 MAFTA SPI on ACE entry BH ISF filing deadline 24 hours before vessel loading First shipment format LCL, 100-500 units, to 3PL Year 1 volume target ~4,000 units via Amazon FBA FNSKU labeling at source $0.02-$0.05 per unit VQIP eligibility Year 2-3, requires 2-year import history ================================================================================ 8. ACRONYMS ================================================================================ 3PL Third-Party Logistics Provider ACE Automated Commercial Environment (US CBP system) BIB Bag-in-Box CBP US Customs and Border Protection COA Certificate of Analysis DARM Daralbeida Maroc SARL (entity abbreviation) DARH Daralbeida Holdings LLC (entity abbreviation) DARX Daralbeida Brands LLC (entity abbreviation) DPA Direction Provinciale de l'Agriculture (Morocco) DTC Direct-to-Consumer EVOO Extra Virgin Olive Oil FBA Fulfillment by Amazon FDA Fonds de Développement Agricole (Moroccan subsidy fund) FNSKU Fulfillment Network Stock Keeping Unit FOB Free on Board (Incoterm) FSVP Foreign Supplier Verification Program (US FDA) IOR Importer of Record ISF Importer Security Filing (10+2) MAFTA Morocco-America Free Trade Agreement ONSSA Office National de Sécurité Sanitaire des Produits Alimentaires SARL Société à Responsabilité Limitée SPI Special Program Indicator (US CBP) USPTO United States Patent and Trademark Office VQIP Voluntary Qualified Importer Program (US FDA) WIPO World Intellectual Property Organization ================================================================================ 9. GLOSSARY ================================================================================ Term Definition ──────────────── ────────────────────────────────────────────────────────── Agrégateur Formal Moroccan legal operator category under Law No. 04-12. DARM holds this designation. DAB-TS-2026-01 Internal trade secret registry covering two-gate QC methodology, quality protocols, and sourcing know-how. Held by Daralbeida Holdings LLC. FOB Casablanca DARM's handoff point to the freight forwarder. DARM's supply-chain responsibility ends here. Gate 1 On-site CDR OxiTester analysis by DARM. Thresholds: FFA ≤0.5%, peroxide ≤12 meq O2/kg, polyphenols ≥250 mg/kg. Gate 2 Accredited COA (SGS or Bureau Veritas) on each US-arriving lot. Confirms quality claims made at origin. Holdings LLC Daralbeida Holdings LLC (Delaware). Parent entity, IP holder, and sole investment vehicle for outside investors. HTS 1509.10.4000 US Harmonized Tariff Schedule code for imported EVOO. Zero-duty under MAFTA since January 2023. ISPM-15 International standard for wood packaging materials used in international trade. Required for US port entry. MAFTA Morocco-America Free Trade Agreement. Provides zero import duty on EVOO under HTS 1509.10.4000 via SPI "BH." Madrid Protocol WIPO treaty enabling international trademark registration from a single base application. Holdings plans to use it for EU, Canada, UK, Morocco, and Japan expansion. ONSSA agrément Official Moroccan sanitary approval for food establishments. Eliminatory criterion for all DARM supplier relationships. SAFE Simple Agreement for Future Equity. One of the investment structures under consideration — confirm with US trade counsel before any investor communication. 3PL Bonded US warehouse receiving all inbound shipments before Amazon FBA routing. Mandatory intermediate step. VQIP Voluntary Qualified Importer Program. US FDA program providing expedited entry review. Eligibility from Year 2-3 of import history. DOCUMENT CONTROL Document ID : DARH-LEG-STRUCTURE-001 Title : Daralbeida Holdings LLC — Entity Structure and Group Ecosystem Version : 1.0 Status : ACTIVE Style : BPGP Department : LEG Date Created : 2026-05-25 Date Revised : 2026-05-25 Last Modified : 2026-05-25 KB Category : KB-LEG Filename : DARH_LEG_STRUCTURE_20260525.txt Review Cycle : Revise when entity structure changes, when Holdings ownership of subsidiaries is modified, or before any investor round. Retention : Duration of Daralbeida Holdings operations. Owner : PYB / Daralbeida Distribution : Internal — share with US trade counsel and investors with founder approval only. COMPLIANCE : Outside investors acquire a stake in Holdings LLC only. Investment structure (SAFE vs convertible note) is pending US trade counsel advice — confirm before any investor communication. No retail pricing or margin data in this document. Gate 2 lab: SGS or Bureau Veritas only. Revision History: Ver Date Summary of Changes 1.0 2026-05-25 Initial issue. Drawn from DARX-LEG-LEGAL-STRUCTURE-V2-001. Holdings entity content merged with ecosystem/flow content. DARA prefix retired; DARH is the ecosystem center. END OF DOCUMENT