MASTER SERVICES AGREEMENT
Between: Greenfield Manufacturing, Inc. ("Client")
And: Pinnacle Supply Solutions, LLC ("Provider")
Effective Date: January 15, 2026

SECTION 3: PRICING AND PAYMENT TERMS

3.1 Base Service Fee. Client shall pay Provider a monthly base fee of $24,500.00 for core logistics management services as described in Exhibit A.

3.2 Volume Surcharge. For any month in which total shipments exceed 1,200 units, Client shall pay an additional per-unit fee of $3.75 for each unit above the 1,200-unit threshold.

3.3 Expedited Shipping. Expedited shipping requests (delivery within 48 hours of order placement) shall incur a surcharge of $185.00 per shipment.

3.4 Annual Escalation. The base service fee described in Section 3.1 shall increase by 3.5% on each anniversary of the Effective Date.

3.5 Payment Terms. All invoices are due within Net 30 days of receipt. Late payments shall accrue interest at a rate of 1.5% per month on the outstanding balance.

3.6 Dispute Resolution Holdback. Client may withhold up to $5,000.00 from any individual invoice if Client provides written notice of a billing dispute within 14 days of invoice receipt. Withheld amounts shall be released within 10 business days of dispute resolution.

SECTION 4: PERFORMANCE GUARANTEES

4.1 On-Time Delivery. Provider guarantees that 97% of standard shipments will be delivered within the agreed timeline. For each percentage point below 97%, Provider shall credit Client $2,200.00 against the following month's invoice.

4.2 Damage Rate. Provider guarantees a damage rate of no more than 0.5% of total units shipped per quarter. If the damage rate exceeds 0.5%, Provider shall reimburse Client for the wholesale value of damaged goods, not to exceed $18,000.00 per quarter.

4.3 Inventory Accuracy. Provider guarantees inventory count accuracy of 99.2% as measured by quarterly audits. Failure to meet this threshold shall result in a credit of $3,500.00 per quarter.

SECTION 7: TERM AND TERMINATION

7.1 Initial Term. This Agreement shall have an initial term of 36 months from the Effective Date.

7.2 Early Termination Fee. Client may terminate this Agreement prior to the expiration of the Initial Term by providing 90 days written notice and paying an early termination fee equal to $45,000.00 or 50% of the remaining monthly base fees, whichever is less.

7.3 Renewal. Following the Initial Term, this Agreement shall automatically renew for successive 12-month periods unless either party provides written notice of non-renewal at least 60 days prior to the end of the then-current term.

SECTION 9: INSURANCE AND LIABILITY

9.1 Provider shall maintain commercial general liability insurance with coverage of not less than $2,000,000.00 per occurrence and $5,000,000.00 in the aggregate.

9.2 Provider shall maintain cargo insurance covering the full replacement value of goods in transit, with a maximum coverage of $500,000.00 per shipment.

9.3 Limitation of Liability. In no event shall either party's total liability under this Agreement exceed $750,000.00 in the aggregate over the Initial Term, excluding liability arising from gross negligence or willful misconduct.