This Freight Agent Agreement (this "Agreement") is made and entered into as of the Effective Date set forth in the signature block below, by and between Ellys International Logistics LLC, an Illinois limited liability company and a property broker licensed by the Federal Motor Carrier Safety Administration (MC# 01820877; USDOT# 4576045; SCAC: EMRW), with its principal office at 205 N Michigan Ave, Ste 810, Chicago, IL 60601 ("Ellys" or the "Company"), and the individual or entity identified in the signature block below ("Agent"). Ellys and Agent are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Ellys is a licensed property broker that arranges, but does not perform, the transportation of property by motor carrier on behalf of its shipper customers; and

WHEREAS, Agent desires to source shipper customers and arrange freight under Ellys's brokerage authority, brand, systems, and back office, as an independent contractor, in exchange for the transparent commission set out in the Tier Schedule below; and

WHEREAS, the Parties intend a relationship that rewards Agent generously and predictably for the business Agent produces, while protecting Ellys, its principals, its customers, and its data to the fullest extent permitted by law;

NOW, THEREFORE, in consideration of the mutual covenants herein and the access and support Ellys provides, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

(a) "Indemnified Parties" means, individually and collectively: (i) Ellys International Logistics LLC and its parents, subsidiaries, affiliates (including any future Ellys entity formed in Mexico), successors, and assigns; (ii) Lorenzo Aguayo, individually and in his capacity as Founder, Member, Manager, and Chief Executive Officer; (iii) Ellys's shipper customers, consignors, consignees, and beneficial cargo owners; and (iv) the respective members, managers, officers, directors, employees, agents, representatives, and insurers of each of the foregoing.

(b) "Customer" means any shipper, consignor, consignee, broker, or account that Agent sources, services, quotes, or books under this Agreement, together with each such account's contacts, lanes, pricing, volumes, and requirements. Every Customer is a customer of Ellys, not of Agent.

(c) "Gross Profit" means, for a given load, the total amount invoiced to and collected from the Customer, less the carrier cost, approved accessorials/pass-throughs, factoring fees, and any chargebacks or claim offsets attributable to the load. Commission is calculated on collected Gross Profit only.

(d) "Confidential Information" means the identity, contacts, pricing, lanes, volumes, and requirements of Ellys's Customers and carriers; Ellys's rates, margins, cost data, and business methods; the EllysTMS platform, software, and data; and any information marked or reasonably understood to be confidential. Confidential Information is and remains the sole property of Ellys.

(e) "Tier Schedule" means the published commission ladder set out in Section 5, as Ellys may revise it prospectively from time to time on reasonable notice and as reflected in the EllysTMS Agent Program.

(f) "Pre-Existing Client Base" means the specific shippers or accounts with which Agent had a bona fide, established business relationship BEFORE the Effective Date, which Agent discloses in writing during onboarding on the Pre-Existing Client Schedule (Schedule A), identifying for each the company name, business address, and point-of-contact information. A disclosed account becomes a confirmed member of the Pre-Existing Client Base ONLY once that account is onboarded with Ellys and its company name, address, and point of contact MATCH the information Agent disclosed on Schedule A. The Pre-Existing Client Base does NOT include any account Agent first develops, is introduced to, or services through Ellys.

2. Independent Contractor Status.

Agent is an independent contractor and not an employee, partner, joint venturer, or agent of Ellys for any purpose other than the limited authority expressly granted in Section 4. Agent is solely responsible for its own business expenses, equipment, workspace, income and self-employment taxes, and any personnel Agent engages. Ellys will report Agent's commissions on IRS Form 1099, and Agent shall furnish a completed, accurate IRS Form W-9. Agent is free to set its own hours and methods, subject to the performance, compliance, and brand standards of this Agreement. Nothing herein entitles Agent to employee benefits, workers' compensation, unemployment, or overtime. Agent shall defend, indemnify, and hold the Indemnified Parties harmless from any Claim relating to worker classification, wages, benefits, or payroll or other taxes involving Agent or Agent's personnel.

3. Engagement; What Ellys Provides.

Ellys engages Agent on a non-exclusive basis to source and service Customers and arrange freight under Ellys's authority and brand. So that Agent can focus on selling and service, Ellys provides at no cost to Agent: its FMCSA brokerage authority and surety bond; the EllysTMS platform (CRM, load building, carrier network and vetting, tracking, documents, and analytics); back-office billing, collections, carrier payments, and factoring; and marketing, tools, and support. Agent's book of business built on the platform remains visible to Agent within the platform for the life of Agent's engagement, subject to Sections 9 and 10.

4. Authority; Brokerage Through Ellys.

Ellys is the licensed broker of record on every load. All loads Agent arranges must be built, tendered, documented, invoiced, and collected exclusively through Ellys and the EllysTMS platform. Agent shall not broker, divert, or invoice any Customer freight outside of Ellys, and shall not hold itself out as a broker or as having authority to bind Ellys except to quote and book freight within the platform in the ordinary course. Agent has no authority to open bank accounts, incur debt, sign contracts, settle claims, or make representations on Ellys's behalf beyond that ordinary course.

5. Commission; Tier Schedule.

Ellys shall pay Agent a commission equal to the applicable Tier percentage of the collected Gross Profit on each load Agent produces. The Tier is determined by Agent's monthly gross profit OR trailing-twelve-month gross profit, whichever qualifies Agent for the higher rung; the highest rung for which Agent qualifies applies. This ladder is the same one published on Ellys's website, in the EllysTMS Agent Program, and in the /agent earnings calculator:

The Tier Schedule is transparent and applies equally to every agent in Agent's tier. Ellys may add, adjust, or re-price tiers prospectively on reasonable notice; changes never reduce commission already earned on collected loads. A per-agent written override, where offered, controls over the default ladder for that agent.

6. Payment Terms.

Commission is earned and payable only on Gross Profit actually collected from the Customer. For loads factored through Ellys's factoring partner at the single company factoring rate then in effect, commission is paid weekly (Fridays) following the invoice, per Ellys's published pay calendar; for non-factored loads, commission is paid after the Customer pays. Ellys may withhold, offset, or clawback commission for chargebacks, customer short-pays, claims, bad debt, or advances, as provided in Sections 7 and 8. Ellys will make its pay records available to Agent in the EllysTMS platform so Agent can see exactly what each load pays and when.

7. Chargebacks, Claims, and Bad Debt.

Because commission is a share of collected Gross Profit, Agent shares proportionally in the downside of the loads Agent produces. If a Customer fails to pay, short-pays, or a cargo claim or chargeback reduces the Gross Profit of a load, Agent's commission on that load is reduced or reversed accordingly, and Ellys may offset the amount against current or future commissions consistent with the bad-debt split, sustain period, and other terms noted in the applicable Tier. Agent shall cooperate in collections and claims on Agent's Customers.

8. Referral Program.

Agent may participate in Ellys's published referral program on its then-current terms, which presently include: a shipper referral of five percent (5%) of the referred shipper's Gross Profit for three hundred sixty-five (365) days; an agent referral of two percent (2%) of the referred agent's Gross Profit for seven hundred thirty (730) days; and product-referral rewards (for example, a free month or a FactorOS bounty) for referrals that convert. Referral earnings accrue forward-only from conversion and are governed by the referral terms in the EllysTMS Agent Program.

9. Confidential Information; Ownership of Customers and Data.

All Customers, Customer relationships, contacts, lanes, pricing, margins, and data developed, entered, or accessed under this Agreement are and remain the exclusive property of Ellys, regardless of who sourced them. Agent assigns to Ellys all right, title, interest, and goodwill in such Customers and data. Agent shall hold all Confidential Information in strict confidence, use it solely to perform under this Agreement, and never disclose, copy, export, or use it for any other purpose or party. Upon termination, Agent shall return or destroy all Confidential Information and retains no right to any Customer or data.

10. Non-Circumvention; Non-Solicitation.

During the term and for twenty-four (24) months after termination, Agent shall not, directly or indirectly, for itself or any third party: (a) solicit, divert, broker, or service any Customer of Ellys, or any prospect Agent worked while engaged, for freight-brokerage or logistics services outside of Ellys; (b) solicit or induce any Ellys carrier, customer, employee, agent, or contractor to curtail or end its relationship with Ellys; or (c) circumvent Ellys to transact directly with any Customer or carrier introduced or serviced through Ellys. These covenants are reasonable in scope and duration, are necessary to protect Ellys's Confidential Information and customer goodwill, and are given in exchange for the access, tools, and earning opportunity Ellys provides. This Section 10 is expressly subject to, and does NOT restrict, Agent's Pre-Existing Client Base as provided in Section 10A.

10A. Pre-Existing Client Base (Carve-Out).

The Parties acknowledge that Agent may bring to Ellys shippers with which Agent already had an established relationship before the Effective Date. To keep those relationships Agent's own and to avoid any dispute, Agent shall disclose each such account IN WRITING during onboarding on the Pre-Existing Client Schedule (Schedule A), stating the company name, business address, and point-of-contact information for each. The non-competition, non-solicitation, and non-circumvention covenants in Section 10 do NOT apply to any account that is a confirmed member of Agent's Pre-Existing Client Base, and Agent remains free to service those accounts inside or outside of Ellys. An account is confirmed as part of the Pre-Existing Client Base ONLY when it is onboarded with Ellys and its company name, address, and point of contact MATCH the disclosure Agent made on Schedule A; a disclosure that is not made at onboarding, or that does not match once the account is onboarded, is not entitled to this carve-out. Any account Agent first develops, is introduced to, or services through Ellys is a Customer of Ellys under Section 1(b) and is fully subject to Section 10, notwithstanding any later attempt to add it to Schedule A. Ellys will clearly and transparently identify each confirmed Pre-Existing Client as Agent's legacy client in its systems so there is no mix-up between Agent's pre-existing accounts and accounts belonging to Ellys.

11. Compliance; Anti-Fraud.

Agent shall comply with all applicable federal, state, local, and foreign laws, including FMCSA regulations, and shall not engage in double-brokering, identity fraud, kickbacks, rate manipulation to the detriment of Ellys or its Customers, or any deceptive or illegal act. Agent shall not transact with any party on a U.S. government sanctions or debarment list. Any fraud, double-brokering, or willful misconduct is a material breach permitting immediate termination for cause and forfeiture of unpaid commission on the affected loads, without limiting Ellys's other remedies.

12. Identity, Work Eligibility, and Background.

Agent represents and warrants that Agent is the person or entity Agent claims to be; that Agent is legally eligible to work and to contract in the United States; and that all documents and information Agent submits during onboarding (including government-issued identification, a selfie/liveness image, work-eligibility documentation, and tax forms) are true, current, and complete. Agent consents to Ellys's verification of Agent's identity (including electronic ID and liveness verification) and, where Ellys elects and law permits, to a background check, and authorizes Ellys to retain the results and records as provided in Section 18.

13. Indemnification.

Agent shall defend, indemnify, and hold the Indemnified Parties harmless from and against all Claims arising out of or relating to (a) Agent's breach of this Agreement; (b) Agent's acts, omissions, negligence, or misconduct; (c) any misrepresentation by Agent; (d) any tax, employment, or classification claim involving Agent or Agent's personnel; and (e) Agent's violation of law. "Claims" means all claims, demands, actions, liabilities, fines, penalties, judgments, settlements, losses, damages (direct, indirect, incidental, consequential, and punitive), costs, and expenses of every kind, including reasonable attorneys' fees.

14. Term; Termination.

This Agreement begins on the Effective Date and continues until terminated. Either Party may terminate for convenience on fourteen (14) days' written notice. Ellys may terminate immediately for cause, including fraud, double-brokering, breach of Sections 9-12, or conduct that harms Ellys or its Customers. On termination: commission already earned on loads collected before the effective termination date is paid on Ellys's ordinary pay calendar (subject to offset and clawback); Agent's access to the platform ends; Agent's covenants in Sections 9 and 10 continue; and Ellys retains all Customers, data, and onboarding records.

15. Records Retention.

Agent acknowledges and agrees that Ellys will retain Agent's signed agreements, onboarding documents, identity and verification records, tax forms, and related records for the life of Agent's engagement and thereafter for so long as Ellys deems necessary for legal, tax, audit, compliance, and record-keeping purposes, even after Agent's account is deactivated or deleted. This retention is a legitimate business and legal-compliance interest and survives termination.

16. Limitation of Liability.

To the fullest extent permitted by law, in no event shall the Indemnified Parties be liable to Agent for any indirect, incidental, special, consequential, or punitive damages, or for lost profits; and the aggregate liability of Ellys to Agent for any claim under this Agreement shall not exceed the commissions paid or payable to Agent for the ninety (90) days preceding the event giving rise to the claim. Ellys does not guarantee any volume of freight or level of earnings.

17. Dispute Resolution; Governing Law.

This Agreement is governed by the laws of the State of Illinois, without regard to conflict-of-laws rules. The Parties submit to the exclusive jurisdiction and venue of the state and federal courts located in Cook County, Illinois. In any dispute arising out of or relating to this Agreement, the prevailing party (and Ellys, if it substantially prevails) is entitled to recover its reasonable attorneys' fees and costs. Each Party waives any right to a jury trial to the extent permitted by law.

18. General.

This Agreement, together with the Tier Schedule and the referral and pay terms published in the EllysTMS Agent Program, is the entire agreement between the Parties and supersedes all prior understandings. Ellys may amend the published schedules and terms prospectively; other amendments require a writing. Ellys may assign this Agreement; Agent may not assign it without Ellys's consent. If any provision is held unenforceable, it shall be modified to the minimum extent necessary and the remainder shall continue in effect. No waiver is effective unless in writing. The Parties agree that electronic signatures and records are valid and enforceable under the federal E-SIGN Act and the Illinois UETA, and that Agent's typed name plus timestamp and IP constitute Agent's binding signature. This Agreement may be executed in counterparts.