Waterfall Agreement

For the purposes of this refundPurchase, the following terms shall have the meanings set forth below: 1.1 "Agreement" means this refundPurchase and any exhibits, schedules, or amendments attached hereto. 1.2 "Company" means Bridge Fund, LLC, a Delaware limited liability company, together with its affiliates, subsidiaries, and successors. 1.3 "Effective Date" means the date on which this Agreement is executed by all parties or, if executed on different dates, the date of the last signature. 1.4 "Party" or "Parties" means the signatories to this Agreement, individually or collectively as the context requires. 1.5 "Services" means the tariff refund recovery, processing, and related services provided by the Company as described in this Agreement.

2.1 This refundPurchase establishes the terms and conditions governing the relationship between the Parties with respect to tariff refund recovery services. 2.2 The Company specializes in identifying, processing, and recovering tariff refunds owed to importers by the United States Government pursuant to applicable customs laws and regulations. 2.3 The purpose of this Agreement is to set forth the rights, obligations, and responsibilities of each Party in connection with the recovery and distribution of tariff refunds.

3.1 Sale of Refund. Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, and transfers to Purchaser all of Seller's right, title, and interest in and to the Tariff Refund described in Exhibit A (the "Refund"). 3.2 Purchase Price. In consideration of the assignment of the Refund, Purchaser shall pay to Seller an amount equal to fifty percent (50%) of the face value of the Refund (the "Purchase Price"). 3.3 Payment. The Purchase Price shall be paid within five (5) business days following execution of this Agreement and completion of all required documentation.

4.1 Full Assignment. Seller hereby irrevocably assigns, transfers, and conveys to Purchaser all right, title, and interest in and to the Refund, including the right to receive payment from the United States Government. 4.2 Power of Attorney. Seller shall execute a Power of Attorney authorizing Purchaser to act on Seller's behalf with respect to the Refund claim. 4.3 CBP Forms. Seller shall execute CBP Form 5291 and any other required government forms to effect the assignment. 4.4 Further Assurances. Seller shall execute any additional documents reasonably requested by Purchaser to perfect the assignment.

5.1 Seller represents and warrants that: • Seller is the lawful owner of the Refund claim • The Refund claim is valid and enforceable against the United States Government • The Refund has not been previously assigned, pledged, or encumbered • All information provided regarding the Refund is true, accurate, and complete • There are no pending disputes or litigation regarding the Refund • Seller has full authority to enter into this Agreement and assign the Refund • The underlying import transactions complied with all applicable laws and regulations

6.1 Upon receipt of the Refund from the United States Government, proceeds shall be distributed in the following order of priority: (a) First, to Purchaser, an amount equal to the Purchase Price paid to Seller; (b) Second, to Purchaser, an amount equal to 100% return on the Purchase Price; (c) Third, all remaining amounts to be divided equally between Purchaser and Seller. 6.2 All payments shall be made via ACH transfer within five (5) business days of receipt of cleared funds from the government.

7.1 Non-Recourse. Except as provided in Section 7.2, this purchase is made on a non-recourse basis, and Purchaser assumes the risk of non-payment by the government due to claim denial. 7.2 Recourse Events. Notwithstanding Section 7.1, Purchaser shall have full recourse against Seller if: • Any representation or warranty is false or misleading • Seller breaches any obligation under this Agreement • The Refund claim is invalid due to Seller's fraud or misconduct • Seller fails to provide required cooperation 7.3 Remedies. In the event of a Recourse Event, Purchaser may recover the Purchase Price plus costs and expenses from Seller.