Finder & Financial Agreement

1. The Agreement

1.1 Issuer is to be part of any loan, 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/asset sale, (the "Transaction"). The Transaction shall be on terms and conditions satisfactory to Issuer. As a result of the introduction made through Finder to an "Investor" (either a single investor, several investors, institutions, banks, advisory firms, venture capitalist, funds, corporations, partnerships or individuals or fund managers referred to herein as "Investor") or any related entity under Investors control, should all or any part of the Transaction be placed with investors, issuer shall owe Finder the fees described herein. Should Issuer close on any introduced transactions under this Agreement, that in itself shall serve as proof that the Transaction met the terms and conditions that were satisfactory to Issuer.

1.2 It is acknowledged by Issuer that: Finder has acted solely as a finder and not in any other capacity. Finder has not advised Issuer in any manner regarding the merits of this or any other financing arrangement: Issuer has consulted its own counsel on all aspects of this Transaction and has done its own due diligence to its satisfactions; Finder has not made any representations to Issuer to induce it into this Agreement.

1.3 Issuer shall be under no obligation to pay Finder where the introduced source has offered to purchase all or part of the Transaction unless accepted by Issuer. For purposes of this Agreement, the total amount due Finder shall be due and payable on the date of the closing. Issuer shall be under no obligation to consummate any such Transaction, except upon such terms as shall be acceptable to Issuer in its sole discretion.

1.4 Issuer hereby irrevocably agrees not to circumvent, avoid, bypass or obviate Finder, directly or indirectly, to avoid payment of fees or commissions in any transaction with any Investor revealed by Finder, to Issuer (excluding those previously known to the Issuer defined), in conjunction with any Transaction (including the purchase and sale of any real estate or asset) or currency exchange, or any loans, equity or collateral, or funding(s), or addition, renewal, extension, rollover, renewal, amendment, renegotiation, new contracts, parallel contract, agreements, or third-party assignments thereof. The Issuer agrees and covenants that he or she will not directly, or indirectly, or in conjunction with any other person, company, partnership or corporation, apply to the Investors or individuals to whom Finder has submitted a funding application or package, except through Finder, for a period of 36 months, otherwise the Issuer shall be liable to Finder for the Fee described in [2.1] of this agreement whether or not Issuer receives capital from any introduced investors from Finder.

1.5 This Agreement between Issuer and Finder will expire Thirty-Six (36) months from the date first above at which time neither party will have any obligations towards the other party unless introduced Investors are negotiating with Issuer at expiration time or after, then this Agreement will survive until such time as the active dealings either terminated or a Transaction is closed.

2. The Fee

The fee from Issuer for retaining Finder to introduce various financial and investment sources will be a fee of $0 due upon the signing of this Agreement. This fee will be refunded except for administrative cost if Finder or sources do not approve a transaction with Issuer. However, if Finder or sources approve a transaction and Issuer receives a written Letter of Intent from Finder or sources and Issuer fails to honor or complete said Letter of Intent for any reason...all earnest money stated above will be considered earned income for Finder. Furthermore, if Issuer provides documents to Finder in consideration for a loan that contains false information or misrepresentation of the truth or facts, then the fee indicated above of this agreement is deemed non-refundable and earned by Finder. The fee indicated above in this agreement cannot be applied to or be used towards any equity injection, down payment or financial projections required by investor.

The fee for successful introductions by Finder to Issuer in the event of a Financial introduction either for a loan, equity, lease, asset-based line of credit, credit facility, factoring facility, mezzanine product, debt restructure or payoff, joint venture, merger or acquisition, strategic alliance, or real estate/asset sale is outlined in item [2.1] below, and is to be paid by Issuer pursuant to this Agreement in the sum distributed and computed as follows:

The cash fee due from Issuer shall be payable to Finder through closing escrow or by Issuer at the discretion of Finder for the successful introduction of any Investor that provides any loan, equity, lease, sale-leaseback, asset-based line of credit, Inventory financing credit facility, floor plan financing, mezzanine product, debt restructure or payoff, joint venture, merger or acquisition, strategic alliance, or real estate/asset sale.

The term "successful introduction" is defined as any lender or Investor that Finder introduced to Issuer, where Issuer receives capital from Investor in the form of any loan, equity, lease, sale-leaseback, asset-based line of credit, inventory financing credit facility, floor plan financing, mezzanine product, debt restructure or payoff, joint venture, merger or acquisition, strategic alliance, or real estate/asset sale. The escrow agent or Issuer shall release the fee to Finder via wire transfer at the same time as the balance of Investor funds is released to Issuer.

2.1 – Fee. The Fee will be defined and calculated as either (a) the loan origination fee specified by the Investor, or (b) where no loan origination fee is specified by the Investor, 1% of the total amount invested by Investor under any type of "Transaction," in each case subject to a minimum Fee of $8,500. Finder will make commercially reasonable efforts to secure payment of the Fee by the Investor; provided, however, Issuer understands and agrees that should Gumption be unable, for any reason, to secure payment of the Fee by Investor, Issuer will be solely responsible for payment of the Fee, in which case the Fee is to be paid by Issuer at the discretion of Finder via check, certified funds, or wire transfer at the same time as the balance of investor funds is released to Issuer.

3. Other

3.1 Any arrangements made by Issuer with any broker or other people with whom Issuer is or may be involved are the total responsibility of Issuer. Issuer further acknowledges and understands that this agreement supersedes any other agreements Issuer has signed with other brokers or finance consultants and that all other agreements that Issuer has signed with brokers or finance consultants are deemed subordinate to this agreement.

Upon payment made by Issuer to Finder of Finder's fee, Finder will hold Issuer free and harmless from any and all claims, liabilities, commissions, fees or expenses in connection with the transaction from any party who alleges a relationship with or through Finder and the Investors.

3.2 This Agreement contains the entire agreement between Finder and Issuer concerning the introduction of Investors to Issuer and correctly set forth the rights and duties of each of the parties to each other on this matter, and if any other agreement concerning the subject matter herein is entered into subsequent to the date of this Agreement; it is likewise null and void unless otherwise agreed to by the Issuer and the Finder. Any agreement or representation concerning the subject matter of this Agreement or the duties of Finder to Issuer in relation thereto, not set forth in this Agreement, is null and void.

3.3 This Agreement shall be governed by the laws of the State of Tennessee. Any dispute, action or claim under this Agreement shall be resolved, to the exclusion of all other forums, in Supreme Court, Knox County, State of Tennessee.

3.4 Issuer's disclosure and obligation to make true statement of facts to Finder and Investors(s) are set forth in Investor(s) application. Issuer shall provide Finder and Investor(s) all material facts relative to this application. Issuer agrees to save and hold Finder harmless from all claims, disputes, litigations and/or judgment arising from incorrect information supplied by Issuer or from any material fact known by Issuer which Issuer fails to disclose.

3.5 Issuer understands that an Investor(s) may require a cash deposit prior to issuance and acceptance of a loan commitment. Any such deposits will be collected and retained by the Investor(s), subject to the Investor(s) policies and procedures.

3.6 Issuer warrants that he or she has the authority to execute this Agreement. The Issuer and Finder further intend that this Agreement constitutes the complete and exclusive statement of its terms, and that no extrinsic evidence whatsoever may be introduced in any judicial or arbitration proceeding, if any, involving this Agreement.

3.7 Finder is not registered with the SEC as a broker/dealer or investment advisor and as a consequence, Finder will not provide any investment services that require registration as a broker/dealer or investment advisor. Finder shall act as an introducing party only. Finder will not advise any person or entity on the merits of lending money to, purchasing an equity interest or purchasing assets from the Issuer. Finder will not advise the Issuer with regard to terms and conditions of a transaction with any person of entity introduced by Finder to the Issuer.

3.8 A facsimile of this document shall be deemed and considered as an original, binding and enforceable document.

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.