-------------------------------------------------------------------------------- Document ID : DARX-LEG-LEGAL-STRUCTURE-V2-001 Title : Daralbeida — Legal Entities and Operational Structure Version : 2.0 Status : ACTIVE Date Created : 2026-04-01 Prepared by : PYB / Daralbeida Style : BPGP Department : LEG Classification: Internal — Confidential Related Docs : daralbeida_legal_structure.pdf; daralbeida-org-chart.html; : DAB-BP-4-3-v1 (Org Structure); DAB-TS-2026-01 Notes : Three-entity structure: Daralbeida Holdings LLC (Delaware), : Daralbeida Brands LLC (California), Daralbeida Maroc SARL : (Casablanca). Investment vehicle is Holdings LLC only. -------------------------------------------------------------------------------- OUTLINE -------------------------------------------------------------------------------- 1. Purpose and Scope 2. Executive Summary 3. Overview — Why Three Entities 4. Entity 1 — Daralbeida Holdings LLC (Delaware) 5. Entity 2 — Daralbeida Brands LLC (California) 6. Entity 3 — Daralbeida Maroc SARL (Morocco) 7. How the Three Entities Work Together 8. Formation Sequence and Priorities 9. Third Parties — What They Are and Are Not 10. Key Numbers and Reference Data 11. Acronyms 12. Glossary 13. Document Control ================================================================================ 1. PURPOSE AND SCOPE ================================================================================ This document defines the three-entity legal structure of Daralbeida, describing each entity's purpose, ownership, regulatory responsibilities, and operational role. It also covers the formation sequence, the aggregation structure under Moroccan Law No. 04-12, and the operational roles of key third parties. Investment structure: any outside investor acquires a stake in Daralbeida Holdings LLC (Delaware) only. Neither operating entity is a separate investment vehicle. ================================================================================ 2. EXECUTIVE SUMMARY ================================================================================ ================================================================================ Daralbeida operates through three legal entities that separate IP ownership from operational risk and position the business for outside investment from inception. DARALBEIDA HOLDINGS LLC (Delaware) is the parent entity. It holds the USPTO trademark, the domain daralbeida.com, all brand assets, and the trade secret registry (TS-2026-01). It owns 100% of both operating subsidiaries. It does not trade, import, employ, or generate revenue. It is the investment vehicle: any future investor acquires an interest in Holdings. DARALBEIDA BRANDS LLC (California) is the US operating entity. It is Importer of Record, Amazon Seller of Record, FDA registrant, FSVP responsible party, and MAFTA zero-duty claimant. All US revenue, cost of goods, and P&L flow through this entity. Year 1 targets: ~4,000 units at $26 retail (0.5L) and $32 retail (1L), 52% contribution margin. DARALBEIDA MAROC SARL (Casablanca) is the Moroccan operating entity. It signs all supplier contracts under Moroccan law, supervises Gate 1 quality control at source, manages the full export compliance chain, and — critically — is designated as an agricultural aggregator (agrégateur) under Moroccan Law No. 04-12 on Agricultural Aggregation. This designation provides access to State subsidies from the Fonds de Développement Agricole (FDA), zero Moroccan corporate tax on agricultural income, VAT zero-rating on exports, a five-year professional tax exemption, and a scalable multi-producer supply architecture that preserves the single-estate bottling model through lot-level traceability. KEY STRUCTURAL PRINCIPLE: The aggregator designation transforms Daralbeida Maroc SARL from a passive buyer into a formally recognized supply chain operator with Ministry-approved producer contracts, State financial backing, and institutional access. It does not change what is bottled under the Daralbeida brand. Each producer lot is tracked separately; only qualifying lots are selected for Daralbeida bottles. The single-estate claim is sustained by lot-level traceability, not by exclusive sourcing from one producer. ================================================================================ 1. OVERVIEW: WHY THREE ENTITIES ================================================================================ Daralbeida operates through three distinct legal entities, each serving a specific and non-overlapping function. This 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 — one LLC doing everything — 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 companies. - Daralbeida Brands LLC (California): runs all US operations — importing, selling, Amazon FBA, DTC, and B2B. - Daralbeida Maroc SARL (Morocco): runs all Moroccan operations — sourcing, packing supervision, quality control, export compliance, and serves as the registered agricultural aggregator under Moroccan Law No. 04-12, contracting multiple small producers and organizing their output around a certified pressing facility. ================================================================================ 2. ENTITY 1 — DARALBEIDA HOLDINGS LLC (DELAWARE) ================================================================================ PURPOSE AND ROLE ---------------- Daralbeida Holdings LLC is the parent company. It does not trade, import, sell, or employ anyone directly. Its sole purpose is 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. WHAT HOLDINGS OWNS ------------------ - The Daralbeida™ trademark — USPTO application filed; international expansion via Madrid Protocol planned for 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 TS-2026-01. - 100% of the membership interest in Daralbeida Brands LLC (Entity 2). - 100% of the membership interest in Daralbeida Maroc SARL (Entity 3), or alternatively held directly by the founder — to be confirmed with a Moroccan corporate attorney. 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 of those activities sit in the operating entities. 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. FORMATION --------- Formation cost is approximately $90 via a registered agent service. Holdings should be formed first, before either operating entity is established, so that both subsidiaries are created directly under the parent rather than needing to be transferred later. ================================================================================ 3. ENTITY 2 — DARALBEIDA BRANDS LLC (CALIFORNIA) ================================================================================ PURPOSE AND ROLE ---------------- Daralbeida Brands LLC is the US operating company. It imports olive oil from Morocco, sells it on Amazon, operates the DTC website, and manages all US-side commercial relationships. It is wholly owned by Daralbeida Holdings LLC and reports financially to it. This entity is the P&L entity that investors will examine. Revenue, cost of goods, Amazon fees, marketing spend, and net margin all flow through Daralbeida Brands LLC. It is registered in California because the founder operates from Santa Monica, and California is the appropriate jurisdiction for a sole-founder import business with local operations. REGULATORY RESPONSIBILITIES ---------------------------- As the US operating company, Daralbeida Brands LLC carries all regulatory obligations on the American side of the supply chain: Importer of Record (IOR): The entity legally responsible for each shipment entering the United States. It signs the customs bond and is accountable to US Customs and Border Protection (CBP) for all import declarations. FSVP Responsible Party: Under the FDA's Foreign Supplier Verification Program, the importer must verify that foreign suppliers produce food meeting US safety standards. Daralbeida Brands LLC bears this obligation for every producer it sources from. FDA Facility Registration: Required for all entities importing food into the United States. Registration must be renewed biennially. MAFTA Zero-Duty Beneficiary: Under the US–Morocco Free Trade Agreement, Daralbeida Brands LLC claims the 0% import duty on EVOO (HTS code 1509.10.4000) that has been fully in force since January 2023. This provides a meaningful cost advantage over EU and Tunisian competitors subject to standard MFN tariffs. COMMERCIAL OPERATIONS --------------------- Daralbeida Brands LLC operates the Amazon Seller Central account, manages FBA shipments through a third-party logistics provider (3PL), and coordinates FNSKU labeling at the Moroccan source facility ($0.02–$0.05 per unit versus $0.20–$0.55 for Amazon's in-house labeling). It will operate the DTC website at daralbeida.com via Shopify when that channel launches. Year 1 targets: approximately 4,000 units sold at $26 retail per 0.5L bottle and $32 retail per 1L bottle, targeting a 52% contribution margin. RELATIONSHIP WITH ENTITY 3 --------------------------- Daralbeida Brands LLC does not manage anything in Morocco directly. It receives finished, certified, export-ready product from Daralbeida Maroc SARL. The purchasing agreement, quality supervision, and export documentation are all handled at the Moroccan entity level before goods are handed over to the freight forwarder on FOB Casablanca terms. ================================================================================ 4. ENTITY 3 — DARALBEIDA MAROC SARL (MOROCCO) ================================================================================ PURPOSE AND ROLE ---------------- Daralbeida Maroc SARL is the Moroccan operating entity. It is the entity through which Daralbeida establishes a legal, contractual, and physical presence in Morocco. It negotiates and signs purchasing agreements with olive estates and mills, supervises packing operations on site, manages the full compliance and export documentation chain, and runs continuous quality control at the source. Without this entity, Daralbeida would be operating in Morocco informally — as a foreign buyer placing orders at arm's length. The SARL gives the brand legal standing in Morocco, protects the sourcing relationships through enforceable contracts under Moroccan law, and allows Daralbeida to employ or retain local staff and service providers directly. Critically, Daralbeida Maroc SARL is designated as an agricultural aggregator (agrégateur) under Moroccan Law No. 04-12 on Agricultural Aggregation. This designation is not a structural change to the SARL itself — it is a formal operational classification that unlocks a distinct set of government subsidies and supply chain advantages described in full in Section 4.3 below. 4.1 SOURCING AND PURCHASING ---------------------------- Daralbeida Maroc SARL negotiates and executes all purchasing agreements with suppliers. This includes: - Formal aggregation contracts with olive producers (agrégés) under Law No. 04-12, organized around a certified anchor pressing facility. These contracts carry legal weight under Moroccan agricultural law. - Processing contracts with ONSSA-certified mills. ONSSA agrément status is an eliminatory criterion: any mill without a current, verifiable ONSSA approval number is disqualified at the first stage of supplier evaluation. - Supervision of packing operations on site to ensure volume, labeling, and physical handling standards are met before goods are sealed and prepared for export. 4.2 QUALITY CONTROL -------------------- Quality control at the Moroccan level is Gate 1 of a two-gate system. Daralbeida Maroc SARL operates a CDR OxiTester Junior device at source to run rapid analysis on each lot before it leaves Morocco. Gate 1 thresholds (eliminatory): FFA (free fatty acid): at or below 0.5% Peroxide value: at or below 12 meq O₂/kg Polyphenol content: at or above 500 mg/kg Any lot that fails these thresholds is rejected before shipment. Gate 2 occurs in the United States: an accredited third-party laboratory analysis (Eurofins CAL via oliveoiltest.com, drop-off available in Salinas, CA) issues a US Certificate of Analysis on each arriving lot. This confirms quality claims made at origin and provides documentation for premium marketing claims. SINGLE-ESTATE BOTTLING WITHIN THE AGGREGATOR STRUCTURE: The aggregation framework governs Daralbeida Maroc SARL's sourcing and subsidy infrastructure. It does not determine what is bottled under the Daralbeida brand. Lots are tracked individually by producer, grove, and harvest date through the DAB-LOT record system. Daralbeida selects which lot or lots meet the quality threshold and brand profile — and only those are bottled as Daralbeida. Remaining volume is sold in bulk or to the local market. The single-estate claim is sustained by lot-level traceability, not by exclusive sourcing from a single producer. 4.3 AGRICULTURAL AGGREGATION — LAW NO. 04-12 ============================================= [NEW SECTION — April 2026] LEGAL FRAMEWORK --------------- Moroccan Law No. 04-12 on Agricultural Aggregation establishes a formal category of agricultural operator — the agrégateur — that contracts with multiple small producers (agrégés), provides them with technical support, guaranteed purchase commitments, and market access, and organizes their production around a shared processing or marketing infrastructure. For olive oil, the canonical model is an aggregator contracting olive farmers and anchoring the network around a certified cold-press mill. Daralbeida Maroc SARL is structured precisely on this model. Aggregation projects must be submitted to and approved by the Ministry of Agriculture before any subsidized investment commences, under Joint Orders No. 2410-19 and No. 2411-19 of October 28, 2019. Once approved, the aggregator becomes eligible for two tiers of State financial support from the Fonds de Développement Agricole (FDA). TIER A — FLAT-RATE AGGREGATION BONUS -------------------------------------- A per-hectare State payment made directly to the aggregator as a contribution toward technical support, agronomic advisory, and coordination services provided to contracted producers. Olive aggregation around a pressing/crushing unit: 675 MAD per hectare Olive aggregation for table olive production: 225 MAD per hectare The 675 MAD/ha rate applies to Daralbeida's model (export EVOO with a pressing unit as the aggregation anchor). This is a direct cash payment from the Moroccan State to Daralbeida Maroc SARL, paid post-approval against documentation. Illustrative scale: Contracted Area Flat-Rate Payment (675 MAD/ha) ~USD Equivalent ─────────────── ─────────────────────────────── ─────────────── 100 hectares 67,500 MAD ~USD 6,750 500 hectares 337,500 MAD ~USD 33,750 2,000 hectares 1,350,000 MAD ~USD 135,000 TIER B — PREFERENTIAL-RATE EQUIPMENT SUBSIDY --------------------------------------------- In addition to the flat-rate bonus, approved aggregation projects receive a preferential-rate subsidy (higher than the standard FDA rate for non-aggregation projects) for: - Agricultural and agro-industrial machinery and equipment, including cold-press machinery and bottling equipment at the aggregator's facility. - Drip irrigation systems and supplemental irrigation infrastructure across the contracted producer network. Standard FDA grants cover up to 80–100% of drip irrigation conversion costs for small and medium farms. Aggregation projects receive a preferential rate on top of this baseline. Exact Tier B percentages require DPA consultation per Joint Order No. 2411-19. ADDITIONAL BENEFITS OF AGGREGATOR STATUS ----------------------------------------- Tamwil El Fellah producer financing: Small producers enrolled in an approved aggregation project become eligible for Tamwil El Fellah meso-credit loans (5–10% interest, no mortgage collateral required), using the Daralbeida guaranteed purchase contract as partial credit basis. This allows contracted growers to finance their own grove improvements without Daralbeida advancing working capital. ONSSA facilitated access: Aggregators operating approved projects receive facilitated access to ONSSA certification for their anchor processing facility. IS corporate tax exemption: Daralbeida Maroc SARL pays zero Moroccan corporate tax on agricultural income below 5,000,000 MAD turnover — the permanent agricultural exemption under the Moroccan General Tax Code. Above that threshold, a capped rate of 20% applies unconditionally. VAT zero-rating: Exported olive oil is zero-rated for Moroccan VAT. Agricultural machinery and equipment purchased in the first 36 months of activity is also zero-rated. Input VAT on packaging materials used in export production is recoverable. Professional tax exemption: As a newly incorporated Moroccan company, Daralbeida Maroc SARL is exempt from the taxe professionnelle for five years from commencement of activity. Interprolive membership: As a registered aggregator, Daralbeida Maroc SARL becomes eligible to join Interprolive (Moroccan Interprofessional Olive Oil Federation), gaining access to the sector's 2030 program contract mechanisms, quality certification programs, and co-investment in processing infrastructure. APPROVAL PROCESS ----------------- Before any FDA-subsidized investment is made, an aggregation project dossier must be submitted to the relevant Provincial Directorate of Agriculture (DPA) or Regional Office for Agricultural Development (ORMVA) for Ministry pre-approval. The dossier must include: - List of contracted producers (agrégés) with individual landholding areas - Total contracted hectarage and production targets - Identification of the anchor pressing/crushing unit (ONSSA-certified mill) - Technical support and quality protocol to be provided to producers - Marketing plan demonstrating the export channel and off-take capacity Post-approval, aggregation contracts with each producer are executed. Subsidy claims are filed post-investment with the DPA against invoices and site inspection reports. Disbursement timeline: typically 6–18 months from claim submission. COMPATIBILITY WITH SINGLE-ESTATE BRAND POSITIONING ---------------------------------------------------- The aggregation structure governs the sourcing and subsidy infrastructure. It does not govern what is bottled under the Daralbeida brand. Daralbeida Maroc SARL may contract 20 or 50 agrégés across 300 or 2,000 hectares. Each producer's lot is tracked separately through the DAB-LOT record system (producer ID, grove, harvest date, Gate 1 QC results). Daralbeida selects which lot meets the quality and profile criteria and bottles that lot as single-estate Daralbeida EVOO. The remaining volume is sold in bulk or on the local market. The single-estate claim is sustained by lot-level traceability. The aggregator structure provides supply security, cost reduction, and State support — none of which are visible to or relevant for the consumer. GROWTH POTENTIAL OF THE AGGREGATOR STRUCTURE --------------------------------------------- The aggregator model transforms Daralbeida Maroc SARL from a passive buyer into a structured supply chain operator with defined legal standing, contracted producer loyalty, government financial backing, and institutional access. The growth implications are substantial across three dimensions: SUPPLY SECURITY Morocco's olive production is highly volatile: 190,000 MT in 2021/22 collapsed to 90,000 MT in 2024/25 due to drought. A single-estate exclusive sourcing arrangement exposes Daralbeida entirely to that estate's harvest outcome in any given year. An aggregation network of 10–50 producers across multiple micro-climates and irrigation regimes distributes this risk materially. In any drought year, Daralbeida can select the best-performing lots from the network rather than being constrained to one source. VOLUME SCALABILITY Year 1 targets 4,000 units. Year 2–3 targets 10,000–20,000 units. A single-estate model has a natural ceiling determined by that estate's annual output. The aggregator network scales without changing the brand architecture: more producers are contracted under the same legal and quality framework, volume increases, and the single-estate bottling selection continues from a larger qualifying pool. The FDA subsidies scale with hectarage — the more area contracted, the larger the Tier A payment — meaning the financial incentive grows alongside the business. INVESTOR NARRATIVE An aggregator-structured Moroccan SARL with Ministry-approved supply contracts, documented FDA subsidy income, zero corporate tax on agricultural income, and a multi-producer quality-controlled network is a meaningfully more investable asset than an informal foreign buyer arrangement. It demonstrates institutional credibility in the source market, defensible supply chain architecture, and a cost structure that improves with scale — all of which are due diligence requirements for any seed or Series A investor evaluating a premium food import business. 4.4 COMPLIANCE AND EXPORT DOCUMENTATION ----------------------------------------- Daralbeida Maroc SARL manages the full export compliance chain on the Moroccan side. This includes: - ONSSA agrément verification for each supplier, cross-checked against the official ONSSA approved establishment list. - Phytosanitary certificate, issued by ONSSA per shipment, certifying plant health compliance. - Export license, mandatory for EVOO exports from Morocco since 2023. - VoC (Verification of Conformity) certificate issued through MCINET, Morocco's Ministry of Industry. - Foodex / EACCE coordination for export promotion documentation and statistical reporting. - Certificate of Origin from the Moroccan Chamber of Commerce — required to claim the 0% MAFTA preferential tariff rate on the US side. - Coordination with Douane (Moroccan Customs) for export clearance. 4.5 FORMATION -------------- A SARL (Société à Responsabilité Limitée) is the standard Moroccan limited liability company structure, equivalent to an LLC. Formation requires engagement of a Moroccan corporate attorney based in Casablanca. Typical formation timeline is four to eight weeks. Ownership of the SARL should be structured through Daralbeida Holdings LLC, or alternatively held directly by the founder, depending on advice from the Moroccan attorney regarding foreign-ownership rules and tax treatment. Registration as an agricultural aggregator under Law No. 04-12 is a separate step from SARL formation and is initiated through the relevant Provincial Directorate of Agriculture after the SARL is incorporated and the aggregation project dossier is prepared. SARL formation and aggregator registration can proceed in parallel once the aggregation project design is finalized. ================================================================================ 5. HOW THE THREE ENTITIES WORK TOGETHER ================================================================================ The flow from olive grove to end consumer runs as follows. Daralbeida Maroc SARL identifies and qualifies producers in Morocco under the DAB-SOP-SOURCING-001 producer qualification protocol. 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 (biphase) extraction process, and packing. Each producer lot is tracked individually by producer ID, grove, and harvest date. Before any lot is sealed, the CDR OxiTester is run on a representative sample. Lots passing Gate 1 thresholds are eligible for Daralbeida bottling; lots failing are rejected or redirected to bulk. Selected lots are bottled, labelled, and prepared for export. Daralbeida Maroc SARL coordinates the full export documentation package and hands the goods to the freight forwarder on FOB Casablanca terms. The freight forwarder books ocean carriage with CMA CGM, MSC, or Maersk. 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 (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, 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), never directly to an Amazon fulfillment center. At the 3PL, any FNSKU labels not applied at source in Morocco are applied, the shipment is inspected and documented for damage, and an FBA inbound shipment is created and dispatched to the Amazon fulfillment network. 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 and hospitality 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. ================================================================================ 6. FORMATION SEQUENCE AND PRIORITIES ================================================================================ The entities should be formed in the following order: STEP 1 — Daralbeida Holdings LLC (Delaware) Form before anything else. Cost approximately $90 via a registered agent. Once formed, it immediately holds the trademark and serves as the parent for both subsidiaries. STEP 2 — Daralbeida Brands LLC (California) Convert or form as a wholly-owned subsidiary of Holdings. Handles all US regulatory registrations: FDA facility registration, Amazon Seller Central, customs bond, and FSVP program setup. STEP 3 — Daralbeida Maroc SARL (Casablanca) Engage a Moroccan corporate attorney. Formation takes four to eight weeks. 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 Provincial Directorate of Agriculture 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 for dossier preparation. ================================================================================ 7. THIRD PARTIES: WHAT THEY ARE AND ARE NOT ================================================================================ A number of other parties appear in the operational flow. None of them are legal entities of Daralbeida. They are contracted third parties performing specific functions. OLIVE PRODUCERS (AGRÉGÉS) Individual olive farmers contracted by Daralbeida Maroc SARL under formal aggregation contracts pursuant to Law No. 04-12. Each agrégé delivers their olives to the anchor certified mill under the terms of the aggregation contract. Daralbeida Maroc SARL provides technical support, agronomic guidance, and a guaranteed purchase commitment in return. Each producer is individually tracked by a Producer ID (DAB-PROD-YYYY-NNN) under the DAB-SOP-SOURCING-001 qualification protocol. Lots from multiple producers may be received in the same campaign; each is evaluated independently and only qualifying lots are selected for bottling under the Daralbeida brand. OLIVE MILL / ANCHOR PRESSING UNIT 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 Daralbeida Maroc SARL. Must hold a current ONSSA agrément number verifiable against the official ONSSA list — non-negotiable eliminatory criterion. The mill issues the Certificate of Analysis (COA) and phytosanitary documentation in coordination with Daralbeida Maroc SARL. FREIGHT FORWARDER Handles ocean booking, marine insurance, Importer Security Filing, and bill of lading management from Casablanca. Primary candidates: DocShipper and Swift Cargo Maroc. Goods are handed over on FOB Casablanca terms. OCEAN CARRIER CMA CGM, MSC, or Maersk on the Casablanca–Los Angeles route. Transit time 18–25 days. LCL for proof-of-concept first shipment; FCL once volume justifies. US PORT AND CBP US Customs and Border Protection at the Port of Los Angeles or Long Beach. Handles customs entry, MAFTA duty exemption claim, and FDA Prior Notice clearance. Not a contracted party. THIRD-PARTY LOGISTICS PROVIDER (3PL) A bonded US warehouse that receives all inbound shipments, applies FNSKU labels if not applied at source, inspects for damage, and creates Amazon FBA inbound shipment plans. Goods never route directly from port to Amazon fulfillment center — the 3PL step is mandatory. ================================================================================ 8. KEY NUMBERS AND REFERENCE DATA ================================================================================ Retail price — 0.5L SKU $26.00 per bottle Retail price — 1L SKU $32.00 per bottle Year 1 volume target ~4,000 units via Amazon FBA Proof-of-concept first shipment 100–500 units, LCL to 3PL Contribution margin target 52% Import duty (MAFTA) 0% (HTS 1509.10.4000) — fully phased since January 2023 MAFTA SPI on ACE BH (prefix to HTS subheading) FNSKU labeling cost at source $0.02–$0.05/unit (vs. $0.20–$0.55 via Amazon) Gate 1 QC thresholds FFA ≤0.5% · Peroxide ≤12 meq O₂/kg Polyphenols ≥500 mg/kg Gate 2 QC provider Eurofins CAL via oliveoiltest.com Drop-off: Salinas, CA Ocean transit time 18–25 days, Casablanca to LA/LB SARL formation timeline 4–8 weeks via Moroccan corporate attorney (Casablanca) Aggregator registration Post-SARL formation; Ministry pre-approval required before any subsidized investment commences FDA Tier A subsidy (EVOO aggregation) 675 MAD/ha of contracted area IS corporate tax — agricultural 0% below 5,000,000 MAD turnover 20% capped rate above threshold Professional tax exemption 0% for first 5 years post-incorporation VAT on exported EVOO Zero-rated (exemption with credit) Holdings LLC formation cost ~$90 via Delaware registered agent VQIP eligibility Year 2–3 (requires 2-year import history) · ~$19,500/year ================================================================================ ================================================================================ 11. ACRONYMS ================================================================================ 3PL Third-Party Logistics provider CBP US Customs and Border Protection CUTSA California Uniform Trade Secrets Act DTSA Defend Trade Secrets Act EACCE Etablissement Autonome de Controle et de Coordination des Exportations EVOO Extra Virgin Olive Oil FDA US Food and Drug Administration FNSKU Fulfillment Network Stock Keeping Unit FOB Free on Board (Incoterm) FSVP Foreign Supplier Verification Program IOR Importer of Record ISF Importer Security Filing LEG Legal and Compliance (department code) MAFTA Morocco-America Free Trade Agreement ONSSA Office National de Securite Sanitaire des Produits Alimentaires (Morocco) PYB Internal reference code for the Daralbeida founder SAFE Simple Agreement for Future Equity USPTO United States Patent and Trademark Office WIPO World Intellectual Property Organization ================================================================================ 12. GLOSSARY ================================================================================ Aggregation (Law No. 04-12) Moroccan agricultural law enabling a company (aggregator) to coordinate production and procurement with a group of small farmers. Daralbeida Maroc SARL structured as an aggregator gains access to enhanced FDA subsidy rates and Morocco Foodex support. Daralbeida Brands LLC California US operating entity. Importer of Record, FDA facility registrant, FSVP program owner, Amazon Seller Central operator, FDA US Agent for Daralbeida Maroc SARL. Daralbeida Holdings LLC Delaware parent entity and investment vehicle. Owns the trademark, domain, all brand assets, and trade secret portfolio. Owns 100% of both operating subsidiaries. Does not trade or generate revenue. Daralbeida Maroc SARL Moroccan operating entity. Party to all supplier and mill contracts under Moroccan law. Executes all Morocco-side commercial and regulatory activity. EVOO Extra Virgin Olive Oil. Highest IOC grade. FFA 0.8% maximum. FSVP Foreign Supplier Verification Program. FDA-mandated program. Daralbeida Brands LLC is the FSVP program owner and qualified individual. Daralbeida Maroc SARL is the verified foreign supplier. IOR (Importer of Record) The legal entity responsible for ensuring goods comply with all import regulations. Daralbeida Brands LLC is the IOR for all Morocco-to-US shipments. MAFTA Morocco-America Free Trade Agreement. Zero import duty on EVOO under HTS 1509.10.4000. Requires Certificate of Origin. -------------------------------------------------------------------------------- DOCUMENT CONTROL (FOOTER) -------------------------------------------------------------------------------- Document ID : DARX-LEG-LEGAL-STRUCTURE-V2-001 Version : 2.0 Status : ACTIVE Style : BPGP Department : LEG Last Modified : 2026-04-01 Review Cycle : Upon any change to entity structure, registered agent, operating agreement, or formation status; before investor distribution Retention : Duration of Daralbeida operations Owner : PYB / Daralbeida Distribution : Internal; share with US trade counsel and investors with founder approval COMPLIANCE : Any outside investor acquires a stake in Daralbeida Holdings LLC only. The investment entity (Holdings vs Brands LLC) and deal structure (SAFE vs convertible note) are pending US trade counsel advice — confirm before any investor communication. Personal names of counsel removed per document standards. Revision History: Version Date Author Summary of Changes -------------------------------------------------- 1.0 2026-04-01 PYB Initial issue 2.0 2026-04-01 PYB Version 2 — aggregation structure (Law No. 04-12) added 2.0 BPGP 2026-05-14 PYB BPGP conversion; Acronyms and Glossary added; personal names removed -------------------------------------------------------------------------------- END OF DOCUMENT — DARX-LEG-LEGAL-STRUCTURE-V2-001 --------------------------------------------------------------------------------