CARGO TRANSPORT CONTRACT

ROAD

In Amurrio (Álava), on October 17, 2022

MEETING

On one side,

Carlos Martín García, of legal age, residing at Av. Diagonal 106 08006-Barcelona, NIF number
33333333-0 and in his own name and representation

Henceforth, the 'CARRIER'

On the other hand,

Petra Molina Martínez, of legal age, residing at Mendigorri 4, 01470-Amurrio (Álava), ID/NIF
number 12345678-Y and in the capacity of Sole Administrator, therefore, acting by virtue of deed
public and/or relevant authorization, on behalf of AGRICAN 2022, S.L., with an address in
Mendigorri 4, 01470-Amurrio (Álava), CIF number B-010555157 and registered in the Commercial Registry of Álava,
with the following data: Volume 1, Page 12, Sheet 23.

Hereinafter, the 'CHARGER'

The CARRIER and the LOADER, hereinafter referred to individually as "the Party" and,
jointly, "the Parties" recognizing sufficient legal capacity to contract and bind themselves in the
representation that acts, and being responsible for the truthfulness of their statements.

EXPOSE

1. That the CARRIER is the owner of the following vehicle: Truck trailer, with tractor head brand
Mercedes Benz license plate 1234LHY and trailer license plate R-0987-JKH and has authorization from
Public goods transport no. 123456, class MDP valid until April 10, 2024.

II. That the LOADER is interested in having the CARRIER transport with this vehicle
merchandise regulated in this document, but by agreement of the Parties attached to this
The instrument may be replaced by another similar one that meets the administrative requirements.
exigible.

III. That the CARRIER is interested in carrying out the transportation of goods

IV. And having arrived at a mutual agreement voluntarily and spontaneously, the Parties
wills, formalize the present ROAD FREIGHT TRANSPORT CONTRACT,
hereinafter, the 'Contract' for the purpose of establishing and regulating their agreement, which shall be governed by the following,
 STIPULATIONS

FIRST.- Object.

Through this document, the CARRIER is obligated towards the LOADER to perform at their own expense.
risks and ventures in the transportation of the goods described in the following stimulation, respecting the
terms and conditions agreed upon by the Parties and that have been established in this Contract.
The transport will be carried out by road with the vehicle described in the Expository I of this Contract. Without
embargo, prior agreement of the Parties incorporated as an annex to this Contract, it may be
replaced by another similar one that meets the required administrative requirements.

SECOND.- Goods subject to transportation.

THE CARRIER agrees to transport the following goods

1.- 28 europallets of green pepper. The gross weight of this merchandise is equal to 11,200 kilograms.
The merchandise will be packaged using the following type of packaging: pallets.

2.- 1,008 cartons of milk. The gross weight of this merchandise is equal to 1,008 kilograms. The merchandise
it will be conditioned using the following type of packaging: cardboard.

The total gross weight of these goods is equal to 12,208 kilograms.

Specifically, the CARRIER will transport 1,036 packages, which are identified by the following signs and/or
signals:

The pallets are numbered consecutively from 1 to 28; the number of each one is in the
top in the middle of a red circle. The milk cartons are numbered from 1 to 1008: the
the number of each one is written in black on the shrink wrap.

The Parties agree that the LOADER shall prepare the goods described in this stipulation
for its transport, and will be liable to the CARRIER for damages to persons, to the material of
transport or other goods, as well as the expenses incurred due to defects in the packaging,
unless such defects are apparent or already known to the CARRIER at the time of making them.
shipment of goods and has not made the appropriate reservations.

Likewise, the LOADER must provide the CARRIER with the documentation related to the
goods necessary for the execution of transport and all those procedures that the
CARRIER must perform before proceeding to the delivery at the destination indicated in the
following stipulation. THE CARRIER may only use such documentation for the aforementioned purposes
being responsible for the loss or misuse of it.

THIRD.- Place of loading and place of delivery of the goods.

THE CARRIER will transport the goods described in the previous stipulation from: Mendigorri 4,
01470-Amurrio (Álava) - Spain (loading place for both products) to Neumarkl 2-4, 50667-Cologne-
Germany (green pepper pallets) and Galerie du Roi 5, 1000 Brussels - Belgium (milk cartons) (places)
of delivery for each one) and respecting the following itinerary

The transport must be done via the AP-68 and AP-8 until entering France. It will circulate on the A-63 from
Hendaye to Bordeaux. Once there, you will take the E-10 to Paris. You will access the Belgian border via the A1 and
A2. Once in Belgium, you will arrive in Brussels via the E-19. You will unload the part of the load that corresponds.
he will drive along the E-40 to the German border. Once crossed, he will take the A-4 to the destination in Cologne.

Therefore, this Contract regulates an international transport of goods by road.

THE LOADER commits to make the goods available to the CARRIER at the location of
loading on the date specified in the following stipulation and the CARRIER agrees to transport them and,
therefore, to make them available at the delivery location, within the time frame provided in the stipulation
next.

Likewise, the CARRIER is obliged to keep and preserve the goods subject to transport from their
reception at the loading site until delivery to the LOADER, in accordance with the stipulations in the
present Contract and in Law 15/2009, of November 11, on the Ground Transport Contract
Merchandise.

FOURTH.- Duration of transport.

The Parties agree that the transport will have a maximum duration, from the moment of loading, of 45
hours for shipment to Brussels (cartons of milk) and 72 hours (pallets of green pepper).

The LOADER will load the goods on December 5, 2022, at 9:30 AM at the loading place.
indicated in the previous stimulation.

FIFTH.- Price of transportation and method of payment.

The Parties agree on a price of THREE THOUSAND SIX HUNDRED EUROS (3,600 €) for the transport object of
this Contract.

This agreed amount as the price of transport has been set including the Tax on the
Value Added Tax (VAT) to any other that, if applicable, would replace it, which also corresponds
to pay the transportation price. The reference to the Tax on
Added Value should be understood as made to the General Indirect Tax of the Canary Islands and/or to the Tax on the
Production, Services, and Import in the Cities of Ceuta and Melilla, in those territories in the
that these tax figures govern, or any other tax figures that may replace them
the previous ones

The Parties acknowledge that this price does not include the cost of auxiliary, preparatory, or
complementary transport services that, if applicable, they have agreed upon.

The payment of the price is made partially at the time of signing this Contract, receiving in this
act the CARRIER the amount of TWO THOUSAND EUROS (2,000 €), of which this document constitutes the
more formal and solemn letter of payment. The remaining amount will be paid no later than January 16, 2023.

The Parties agree that the obligation to pay the transport price corresponds to the LOADER.

The payment will be made by bank deposit or transfer to the account number (IBAN) ES12 2345 6789
01 2345678901 from the banking entity Banco Exterior de España and whose holder is Carlos Martín García. The
proof of income or transfer will serve as evidence of the payment. However,
PORTER agrees to issue and deliver to the LOADER the invoice with the breakdown of quantities and
concepts that correspond.
If the goods arrive at the destination and the SHIPPER does not pay the price, the CARRIER will have the
right of retention regulated in article 40 of Law 15/2009, of November 11, of the Contract of
Land Freight Transport.

Likewise, in accordance with Law 3/2004, of December 29, on Measures against Late Payment in
Commercial Transactions and with Article 1101 of the Civil Code, any delay in payment will cause a
increase in the price of transportation due to the application of a late interest equal to the reference rate or of
semiannual refinancing of the European Central Bank in effect as of January 1 for the first half of the year
corresponding, and on July 1 for the second semester of the corresponding year. Default interest
they are automatically enforceable, without the need for a notice of expiration or any warning from the
CARRIER.

SIXTH.- Price update due to variation in fuel prices.

Following the provisions of Article 38 of Law 15/2009, of November 11, on the Transport Contract
Land Freight, when the price of fuel has varied between the day of the agreement
contract and the moment of transporting the CARRIER, as well as the party responsible for payment
will increase or reduce, as applicable, the price set in the previous Clause by the amount resulting from
apply the criteria or formulas that at each moment, the Administration has established in the
corresponding general conditions of contract for the transport of goods by road.

The variation regarding the price will be reflected in the invoice in a detailed manner, unless expressly stated.
the parties expressly agree on another way to demonstrate this aspect.

These criteria or formulas should be based on the impact that the fuel item has on the
cost structure of cargo transport vehicles.

In any case, this review will be conditioned on whether the price of fuel has experienced a
variation equal to or greater than five percent (5%)

SEVENTH.- Autonomy of the CARRIER.

The CARRIER will enjoy full autonomy in the exercise of its business activity, executing
freely their transportation activity, as long as they comply with the terms and conditions set forth in the
present Contract.

Therefore, all expenses corresponding to spare parts for cars, trucks, and damages to third parties, as well
as in your case, the payment of your workers will be solely the responsibility and risk of the CARRIER.

However, the Parties agree that the CARRIER shall not engage third parties for the actual execution.
of the entirety or part of the transportation subject to this Contract, which must be carried out on its own
means.

EIGHTH.- Responsibility of the CARRIER.

The responsibility of the CARRIER shall be governed by the provisions of Chapter V of Law 15/2009, of 11 of
November of the Land Transport of Goods Contract.

In this sense, the CARRIER shall be liable for total or partial loss and for damages suffered by the
goods from the moment of their receipt for transport until their delivery at destination, thus
as for the damages resulting from the delay in the execution of the transport, in accordance with what is provided in the mentioned
legal text.

The fault of the CARRIER will be considered as grounds for exemption from liability.
CHARGER, the instructions for this are not motivated by a negligent act of the CARRIER, the flaw
own to the goods and force majeure.

NOVENA.- Insurance.

The set of goods subject to the transport provided for in this Contract is insured.
through an insurance against loss and damage with the insurance company Allianz, and whose policy number is
the following 123NLI435-34. The Parties declare that both are aware of the policy of said
sure.
TENTH.- Reservation and confidentiality.
The Parties agree to take all necessary measures to keep secret and
confidentially all information that has been communicated to them as such by the other Party
during the execution of the Contract, or that they have known during its execution The obligation of this
This article will not apply to:

a) all information that is in the public domain.

b) all the information that the Parties had before it was provided by the other Party.
c) all information legally obtained by the Parties from sources other than the other Party.

The Parties agree to use this information solely for the execution of the Contract.
Likewise, they commit to not exploit, on their own behalf or on behalf of a third party, directly or indirectly, all
a part of this information

This confidentiality obligation must be respected throughout the duration of this Contract and once
finalized it, for a period of 10 years.

Any violation or breach by either party of this stipulation entails the obligation for
the Party that committed such breach, to pay the other Party a compensatory indemnity,
whose amount is set at TEN THOUSAND EUROS (10,000 €), without prejudice to the rights of the Party
considered affected to exercise or initiate all pertinent actions in order to impose the sanctions that
legally proceed.

FIRST-DECIMAL.- Penalty clause.

In case of non-compliance by either Party with any obligation set forth in this Contract
different from the obligation of confidentiality regulated in the previous stipulation, unless the legislation
applicable establish a higher compensation in which case such compensation will be applicable, may
to impose a fine of ten thousand euros (€10,000) on the non-compliant party, without prejudice to the exercise by the other
Part of the timely legal actions and the eventual obligation of the defaulting Party to pay a
compensation for damages and losses.

TWELFTH - Force majeure.

The delay in the fulfillment or the non-fulfillment of any obligation of the Parties shall not be
considered an omission or a breach of the Contract in case it is due to force majeure causes and
if the affected Party had notified the other Party in writing in this regard.

Force majeure shall be understood as: flooding, fire, explosion, breakdown in the production plant, closure
patronal, strike civil disturbance, blockade, embargo, mandate, law; order, regulation, ordinance, demand or
request from any government or any subdivision or representative of it, or any other cause
that is beyond the control of the involved Party, without it being understood that the lack of funds or the
Defects of the vehicle used for transportation constitute a force majeure.

The party affected by the force majeure will do everything possible to eliminate its cause, and the enforceability of the
Obligations whose fulfillment has been affected by force majeure will be suspended for up to ten (10) days.
after the force majeure ceases to prevent or delay compliance, what is provided here will not compel
Neither party shall resolve strikes or labor disputes against their will.

THIRTEENTH.- Resolution of the Contract.

This Contract may be terminated by mutual agreement of the Parties, with the effects that they...
determine. It may also be resolved at any time by each of the Parties, at their discretion,
without the need for judicial intervention and without prejudice to the liability incurred by the other Party for
its contractual breach, for just cause, described here as:
 a) the total or partial breach by the other Party of any of the conditions or obligations
essentials of this Contract that are not corrected within ten (10) days from the
written and verifiable notification sent for this to be done, or

b) the others established by this Contract and by the Law.

In general, the breach by either Party of the obligations arising for

these same rights of this Contract shall entitle the Party that has fulfilled its obligations to demand the
fulfillment of the obligation or to promote the termination of the Contract in accordance with the provisions of the
Article 1124 of the Civil Code.

Any of the aforementioned grounds for termination shall entitle the other Party that has not incurred in
she would not have provoked it, to the compensation for damages and losses derived from it.

The fact that the Party does not use one of the causes provided in this stipulation to terminate the Contract
It shall never be considered as a waiver of its rights arising from the breach by the other Party.
will not limit its rights to enforce the obligations arising from this Contract.

FOURTEENTH.- Expenses and taxes.

All expenses and taxes arising from the formalization, compliance or extinguishment of this Contract
will be the responsibility of the Port as determined by current legislation or this Agreement.

FIFTEENTH.- Notifications.

All communications that must or should be sent pursuant to this document will be sent by a
reliable means that records the moment it was sent, to which address it was sent
and the moment of its receipt by the other Party, and shall be interpreted as correctly sent to the
CARRIER or to the LOADER, if they are directed to the addresses of the same that appear in this Contract.
Each Party may, by written notice sent to the other Party, change the address
to which any communications should be sent.

However, as long as it is possible to guarantee the authenticity of the sender, the recipient, and the
content of the message and with the aim of maintaining smooth communication between the Parties, the following are provided
the following email addresses:

THE CARRIER: [email protected]

THE CHARGER: [email protected]

SIXTEENTH.- Integrity of the Contract and annulability.

This contract nullifies any agreement, understanding, commitment, and/or negotiation that may have occurred.
previously developed between the Parties.

SEVENTEENTH-. Applicable legislation.

The Parties acknowledge that they are bound by this Contract, which has a commercial nature, as well as its
corresponding annexes, and their legal effects and commit to their good faith compliance.

Any litigation relating to, especially, but not limited to, the formation, validity, interpretation, signing, existence,
execution or termination of this Contract and, in general, to the relationship established between the Parties, will be
subject to Spanish legislation, particularly commercial legislation and, subsidiarily, to the Code
Civil. Likewise, the general terms and conditions of contracting approved by the Law will also apply.
15/2009, of November 11, of the Land Freight Transport Contract and the Order
FOM/1882/2012, dated August 1, which approves the general conditions of contracting of the
freight transport by road, the current international treaties in Spain and the regulations of
the European Union.

The references made here to any legal or regulatory standard, or provisions thereof, must
understand the norms or precepts that may replace them in the future.

Eighteenth.- Conflict resolution.

In case of controversy, difference, conflict, or claim regarding the Contract, or in relation to

derived from the interpretation or execution thereof, the Parties agree to submit to the Board
Competent Transport Arbitration according to law.

And in proof of conformity and acceptance of all that is established, both Parties sign in the place and date
mentioned in the heading, for a single purpose, all the pages of this Contract in two copies one
for each Part.

THE PORTER THE CHARGER