Capital Sourcing Agreement

Recitals

Client seeks assistance in sourcing potential financing and capital partners for one or more financial transactions. Gumption possesses relationships with lenders, capital sources, and institutional equity investors and agrees to provide services to Client subject to the terms and conditions set forth herein.

1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Transaction" means any loan, debt financing, equity investment, lease, asset-based line of credit, credit facility, inventory financing, factoring facility, floor plan financing, mezzanine product, debt restructure or payoff, joint venture, merger or acquisition, strategic alliance, or real estate or asset sale introduced to Client by Gumption.

1.2 "Lender" means any bank, credit union, debt fund, non-bank lender, private lender, bridge lender, or other capital source that provides debt financing to Client as a result of an introduction by Gumption.

1.3 "Investor" means any private equity firm, family office, institutional fund, fund manager, corporation, partnership, or other institutional entity that provides equity capital to Client as a result of an introduction by Gumption.

1.4 "Capital Source" means a Lender, Investor, or any combination thereof, as applicable to the Transaction type.

1.5 "Debt Transaction" means any Transaction involving debt financing as described in Section 5.1 of this Agreement.

1.6 "Equity Transaction" means any Transaction involving institutional equity capital as described in Section 5.2 of this Agreement.

1.7 "Blended Transaction" means any Transaction that involves both a Debt Transaction and an Equity Transaction simultaneously or as part of a coordinated financing structure.

1.8 "Successful Introduction" means any introduction, contact, identification, or provision of information by Gumption relating to a Capital Source, whether direct or indirect, that results in a Transaction at any time during the Term or applicable non-circumvention period, regardless of whether Gumption was involved in the closing.

1.9 "Fee" means the compensation owed to Gumption upon the closing of a Transaction as further defined in Section 5 of this Agreement.

2. Scope of Agreement

2.1 This Agreement governs the overall relationship between Gumption and Client with respect to the sourcing and closing of Transactions. The specific terms, fee structures, and role descriptions applicable to Debt Transactions and Equity Transactions are set forth in Section 5 below.

2.2 Section 5.1 applies to any Debt Transaction. Section 5.2 applies to any Equity Transaction. In the event of a Blended Transaction, both Section 5.1 and Section 5.2 shall apply simultaneously, and the applicable Fee under each section shall be calculated separately on the respective debt and equity components of such Transaction.

2.3 Client shall be under no obligation to consummate any Transaction and may accept or reject any proposed Transaction in its sole discretion. However, should Client close a Transaction with a Capital Source introduced by Gumption, the applicable Fee shall be due and payable in accordance with Section 5.

3. Client Obligations & Representations

3.1 Client represents and warrants that all information, documents, and materials provided to Gumption and any Capital Source are true, accurate, and complete in all material respects. Client agrees to promptly disclose to Gumption any material facts relevant to any Transaction.

3.2 Client agrees to defend, indemnify, and hold Gumption harmless from all claims, disputes, litigations, and judgments arising from incorrect or incomplete information supplied by Client or from any material fact known to Client that Client fails to disclose.

3.3 Client warrants that it has full authority to execute this Agreement and to enter into the Transactions contemplated herein.

3.4 Client understands that a Capital Source may require a good faith deposit or other funds prior to issuance of a commitment or loan approval. Any such deposits shall be collected and retained by the Capital Source subject to its own policies and procedures, and Gumption shall have no responsibility or liability with respect thereto.

3.5 Any arrangements made by Client with any other broker, finder, consultant, or intermediary are the sole responsibility of Client. Gumption shall have no liability for fees or commissions owed by Client to any third party.

4. Non-Circumvention

4.1 Client hereby irrevocably agrees not to circumvent, avoid, bypass, or otherwise deprive Gumption of its Fee, directly or indirectly, with respect to any Capital Source introduced to Client by Gumption. For a period of twelve (12) months from the date of introduction of any Capital Source, Client agrees not to directly or indirectly contact, engage, or transact with any such Capital Source, or any related entity under such Capital Source's control, except through Gumption, in connection with any Transaction or any renewal, extension, rollover, amendment, renegotiation, or refinancing thereof. Client further agrees that any Transaction with an affiliate, subsidiary, partner, or related entity of a Capital Source introduced by Gumption shall be deemed a Transaction with such Capital Source for purposes of this Agreement.

4.2 Should Client breach this Section 4 and close any Transaction with an introduced Capital Source outside of this Agreement, Client shall be liable to Gumption for the applicable Fee as defined in Section 5, regardless of whether Gumption was directly involved in closing the Transaction.

4.3 The non-circumvention obligations of this Section 4 shall not apply only if Client can demonstrate, through clear written evidence dated prior to Gumption's introduction, that Client had an active and ongoing relationship or was in substantive discussions with such Capital Source regarding a similar Transaction.

5. Fees & Services

This section sets forth Gumption's role, obligations, and fee structure for each Transaction type. The applicable subsection governs based on Transaction type; both subsections apply to Blended Transactions.

5.1 Debt Transactions — Commercial Mortgage Broker

Role & Services

5.1.1 In connection with Debt Transactions, Gumption shall act as Client's commercial mortgage broker. Gumption's services may include, but are not limited to: identifying and approaching suitable Lenders; preparing or reviewing loan submission packages; providing general market observations regarding term sheets and lender proposals (but not investment advice or recommendations); advising Client on market standard terms and conditions; negotiating rates, fees, and loan terms with Lenders on Client's behalf; and managing the financing process through to closing.

5.1.2 Gumption does not guarantee the availability of any particular financing, any specific loan terms, or that any Transaction will close. Gumption shall use commercially reasonable efforts on Client's behalf.

5.1.3 Gumption may be licensed as a commercial mortgage broker in certain states. Client acknowledges that licensing requirements vary by state and agrees to cooperate with Gumption in satisfying any applicable requirements.

5.1.4 Gumption shall not be deemed a fiduciary to Client and does not owe any duties other than those expressly set forth in this Agreement.

Debt Fee

5.1.5 Upon the closing of a Debt Transaction directly or indirectly resulting from a Successful Introduction, Client shall owe Gumption a fee (the "Debt Fee") equal to 0.85% of the total debt financing funded at closing, subject to a minimum Debt Fee of $8,500. In certain cases, a Lender may agree to pay some or all of the Debt Fee on Client's behalf. Any such payment shall be credited toward Client's obligation; however, Client remains ultimately responsible for the full Debt Fee if not paid by the Lender.

5.1.6 Client is primarily responsible for payment of the Debt Fee. Gumption may, at its discretion, seek to collect all or a portion of the Debt Fee from the Lender; however, Client acknowledges and agrees that any unpaid portion shall remain the responsibility of Client.

5.1.7 The Debt Fee shall be due and payable at the closing of the Debt Transaction. Payment shall be made via wire transfer, certified funds, or check, at Gumption's discretion, concurrently with the release of funds to Client.

5.1.8 For Blended Transactions, the Debt Fee shall be calculated solely on the debt component of such Transaction and shall be in addition to any Equity Fee owed under Section 5.2.

5.1.9 No upfront retainer is required from Client in connection with Debt Transactions. Gumption's compensation is contingent on a successful closing.

5.1.10 Gumption acknowledges that Lenders introduced to Client are independent third parties. Gumption makes no representations regarding the creditworthiness, reliability, or suitability of any Lender, and shall not be liable for the acts or omissions of any Lender.

5.2 Equity Transactions — Equity Finder

Role & Services

5.2.1 In connection with Equity Transactions, Gumption acts solely as a finder making introductions between Client and potential institutional Investors. Gumption shall not advise Client on the merits, terms, or structure of any Equity Transaction; shall not negotiate terms on Client's behalf; shall not prepare offering materials or solicit securities transactions; and shall not make any representations to Investors regarding the merits of investing in Client.

5.2.2 Client acknowledges that Gumption is not registered with the SEC as a broker-dealer or investment advisor, and that Gumption's equity-related activities are limited to those permissible for an unregistered finder under applicable law.

5.2.3 Equity introductions under this Section 5.2 are limited exclusively to institutional Investors. Gumption shall not introduce Client to individual accredited investors, crowdfunding platforms, or any non-institutional capital sources in connection with Equity Transactions.

5.2.4 Client is responsible for retaining its own legal counsel and financial advisors in connection with any Equity Transaction and for conducting its own due diligence on any Investor introduced by Gumption.

Equity Fee

5.2.5 Upon the closing of an Equity Transaction directly or indirectly resulting from a Successful Introduction, Client shall owe Gumption a fee (the "Equity Fee") equal to 2.00% of the total equity capital actually funded and received by Client from the Investor at closing.

5.2.6 The Equity Fee is calculated solely on capital actually funded and received by Client, not on any committed but unfunded capital. If equity capital is funded in tranches or capital calls over time, the Equity Fee shall be calculated and payable on each tranche as and when funded.

5.2.7 Client is solely responsible for payment of the Equity Fee. The Equity Fee shall be due and payable concurrently with the funding of equity capital to Client. Payment shall be made via wire transfer, certified funds, or check at Gumption's discretion.

5.2.8 For Blended Transactions, the Equity Fee shall be calculated solely on the equity component of such Transaction and shall be in addition to any Debt Fee owed under Section 5.1.

5.2.9 There is no minimum Equity Fee at this time. Gumption reserves the right to establish a minimum fee upon written notice to Client, which shall apply only to introductions made after the date of such notice.

5.2.10 No upfront retainer is required from Client in connection with Equity Transactions. Gumption's compensation is contingent on a successful closing and actual funding of equity capital.

5.2.11 Gumption acknowledges that Investors introduced to Client are independent institutional third parties. Gumption makes no representations regarding the financial capacity, reliability, or suitability of any Investor, and shall not be liable for the acts or omissions of any Investor.

6. Term & Expiration

6.1 This Agreement shall remain in effect for a period of twelve (12) months from the date of execution (the "Term"). This Agreement shall not automatically renew and shall expire at the end of the Term unless the Parties execute a written renewal agreement.

6.2 Notwithstanding Section 6.1, in the event that Client and an introduced Capital Source are in active negotiations at the time of expiration, this Agreement shall survive and remain in full force and effect until such active negotiations are either terminated or a Transaction is closed, at which point all applicable obligations shall be fulfilled.

6.3 The non-circumvention obligations set forth in Section 4 shall survive the expiration or termination of this Agreement for the full twelve (12) month non-circumvention period applicable to each introduced Capital Source.

7. General Provisions

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Any dispute, claim, or action arising under or in connection with this Agreement shall be resolved exclusively in the courts of Hamilton County, State of Tennessee.

7.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings between the Parties relating thereto. Any modification to this Agreement must be made in writing and signed by both Parties.

7.3 Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

7.4 Counterparts & Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original. Electronic signatures and electronically transmitted copies shall be deemed valid and binding.

7.5 No Waiver. Failure by either Party to enforce any provision of this Agreement shall not constitute a waiver of that Party's right to enforce such provision in the future.

7.6 Relationship of Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.

7.7 Regulatory Disclaimer. Gumption is not registered with the Securities and Exchange Commission as a broker-dealer or investment advisor. Gumption's equity-related activities under this Agreement are limited to those of a finder making introductions to institutional capital sources only. Gumption does not solicit securities transactions, advise on the merits of any equity transaction, or provide investment advice of any kind.

By clicking the "I accept" button, the Issuer acknowledges and agrees to the terms and conditions of this Agreement. This Agreement shall be binding upon and inure to the benefit of each party's respective successor and assign.