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 (a) for a Debt Transaction, Gumption's presentation of a Subject Transaction to a Lender that becomes a Registered Capital Source, and (b) for an Equity Transaction, Gumption's introduction of Client to an Investor in connection with a Subject Transaction, where such Investor becomes a Registered Capital Source; in each case, where such presentation or introduction results in the closing of a Covered Transaction with that Registered Capital Source during the Term or the applicable Tail 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.

1.10 "Subject Transaction" means each request for debt or equity capital that Client submits to Gumption, whether through the Gumption platform or otherwise in writing (email being sufficient), identifying the property, project, or purpose to be financed.

1.11 "Covered Transaction" means a Subject Transaction, together with any replacement, substitute, or restructured financing or investment for the same property, project, or purpose, whether on the same or different terms, and whether closed by Client or by any entity controlling, controlled by, or under common control with Client (including any single-purpose borrowing or investing entity).

1.12 "Registered Capital Source" means (a) a Lender to which Gumption presented a Subject Transaction and that thereafter expressed interest in, requested information regarding, issued a quote, term sheet, letter of intent, or application for, or engaged in discussions with Client or Gumption regarding, such Subject Transaction; and (b) an Investor to which Gumption introduced Client in connection with a Subject Transaction. A Registered Capital Source includes any entity controlling, controlled by, or under common control with it. An Excluded Capital Source is not a Registered Capital Source.

1.13 "Tail Period" means, for each Registered Capital Source, the twelve (12) month period beginning on the date Gumption first presented the applicable Subject Transaction to it (in the case of a Lender) or first introduced Client to it (in the case of an Investor).

1.14 "Excluded Capital Source" means (a) any Capital Source that Client identifies to Gumption in writing (email or the Gumption platform being sufficient) as an existing relationship before Gumption presents the applicable Subject Transaction to it or introduces Client to it, and (b) any Capital Source with which Client can demonstrate, through written evidence dated before Gumption's presentation of the Subject Transaction to it or introduction of Client to it, a previously closed financing or substantive discussions regarding the Subject Transaction, provided that Client notifies Gumption in writing within ten (10) business days after learning of such presentation or introduction. Notwithstanding the foregoing, a Capital Source is not an Excluded Capital Source if Client requests in writing that Gumption present a Subject Transaction to it or introduce Client to it.

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 Covered Transaction with a Registered Capital Source during the Term or the applicable Tail Period, the applicable Fee shall be due and payable in accordance with Sections 4 and 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.

3.6 Client authorizes Gumption to share information, documents, and materials provided by Client, including financial statements, rent rolls, and property and sponsor information, with Capital Sources and any Cooperating Broker for the purpose of sourcing and closing Transactions. Client further authorizes Gumption to use such information in aggregated or de-identified form to operate and improve its services.

3.7 Gumption shall use information provided by Client only as permitted by Section 3.6 and shall not otherwise disclose it except as required by law. Client shall not disclose non-public information regarding Gumption's platform, pricing, or Capital Source network obtained through Gumption, except to Client's legal and financial advisors or as required by law. Nothing in this Section 3.7 limits Client's rights under Section 4.1.

4. Non-Circumvention; Fee Protection

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 Covered Transaction. Nothing in this Agreement restricts Client from communicating or doing business with any Capital Source, including a Registered Capital Source. Client's sole obligation with respect to Registered Capital Sources is payment of the applicable Fee as provided in this Section 4 and Section 5.

4.2 Should Client close a Covered Transaction with a Registered Capital Source during the Term or the applicable Tail Period, whether through Gumption or otherwise, 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 Upon Client's written request identifying a specific Capital Source (email being sufficient), Gumption will confirm within five (5) business days whether such Capital Source is a Registered Capital Source with respect to a Subject Transaction. Gumption shall not otherwise be required to disclose the identity of any Capital Source to which it presented a Subject Transaction.

4.4 For clarity, no Fee is owed under this Agreement for (a) any transaction that is not a Covered Transaction, including any financing of or investment in other properties or projects with a Registered Capital Source, or (b) any Covered Transaction closed with an Excluded Capital Source or with a Capital Source that is not a Registered Capital Source.

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. Where a Debt Transaction involves property located in a state in which Gumption does not hold a required license, Gumption may perform its services through or in cooperation with a duly licensed broker (a "Cooperating Broker") and may share the Debt Fee with such Cooperating Broker, provided that Gumption notifies Client of the Cooperating Broker in writing (email being sufficient). Any such arrangement shall not increase the total fee payable by Client beyond the Debt Fee.

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 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 is a closing cost, due and payable at the closing of the Debt Transaction. Client authorizes Gumption to instruct the Lender and the closing, title, or escrow agent to include the Debt Fee on the settlement statement and pay it to Gumption at closing, and Client shall not direct or permit the Debt Fee to be omitted from the settlement statement. Any portion paid by a Lender shall be credited as provided in Section 5.1.5. If for any reason the Debt Fee is not paid at closing, it remains immediately due and payable by Client via wire transfer, certified funds, or check.

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 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 is due and payable at each funding of equity capital to Client. Where equity capital is funded through a closing, Client shall instruct the closing, title, or escrow agent to include the Equity Fee on the settlement statement and pay it to Gumption at closing. If for any reason the Equity Fee is not paid at funding, it remains immediately due and payable by Client via wire transfer, certified funds, or check.

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 a Registered Capital Source are in active negotiations regarding a Subject Transaction at the time of expiration, this Agreement shall survive and remain in full force and effect with respect to that Subject Transaction until such active negotiations are either terminated or a Transaction is closed, at which point all applicable obligations shall be fulfilled.

6.3 The obligations set forth in Section 4 shall survive the expiration or termination of this Agreement until the end of the Tail Period applicable to each Registered 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.

7.8 Collection Costs. Client shall reimburse Gumption's reasonable attorneys' fees and costs incurred in collecting any unpaid Fee.

7.9 Limitation of Liability. To the maximum extent permitted by law, Gumption's total liability arising out of or relating to this Agreement or any Transaction shall not exceed the Fees actually paid to Gumption with respect to the Transaction giving rise to the claim or, if no Fee has been paid, one thousand dollars ($1,000). In no event shall Gumption be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or lost opportunities, or for the acts, omissions, terms, or failure to close of any Capital Source.

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.