Dealer Participation Agreement

CarBarrage™ > Dealer Participation Agreement

Dealer Participation Agreement

CarBarrage™ / DriveFree™
ReCapture Financial, Inc.
Powered by MiddleBanking™ 1.0

Effective Date: May 4, 2026

This Dealer Participation Agreement (“Agreement”) is entered into between
ReCapture Financial, Inc. (“ReCapture™,” “Company,” “we,” “our,” or “us”)
and the participating dealership (“Dealership,” “Dealer,” “you,” or “your”).

This Agreement governs dealership participation in CarBarrage™ and the introduction
of customers to DriveFree™, Expense Reimbursement Accounts (“ERA”), MiddleBanking™,
and Auto Loan Payment Coverage™ administered by ReCapture Financial.

Purpose of Agreement

The purpose of this Agreement is to establish a structured relationship allowing
participating dealerships to:

introduce customers to CarBarrage™ and DriveFree™,
provide approved ReCapture Financial marketing materials,
direct interested customers to the applicable DriveFree™ preliminary review or intake process,
support customer access to Expense Reimbursement Accounts,
and coordinate permitted automotive customer referral activities with ReCapture Financial.

The Dealership does not administer the customer’s ERA, perform Financial
Justification, approve Auto Loan Payment Coverage™, or make coverage claim decisions.

This Agreement does not create:

a lending relationship between ReCapture Financial and the Dealership,
an insurance relationship,
a securities relationship,
a joint venture,
an employment relationship,
or an agency relationship.

Nature of CarBarrage™ and DriveFree™

CarBarrage™ is an automotive marketing and customer-access platform that introduces
consumers to automotive financial options, including DriveFree™ through ReCapture Financial
and traditional financing or refinancing through independent lending sources.

DriveFree™ provides approved ReCapture Financial clients with access to
Auto Loan Payment Coverage™ through an active Expense Reimbursement Account.

Under DriveFree™, the customer’s existing auto loan remains in place. The customer
continues to own and drive the vehicle and remains contractually responsible for the
underlying auto loan.

Subject to the household’s approved DriveFree™ structure and current program terms,
ReCapture Financial pays the approved auto loan amount, up to $1,000 per month,
while the customer’s ERA remains active and current.

Expense Reimbursement Account

An Expense Reimbursement Account is a ReCapture Financial account used to organize,
manage, and administer participating household expenses through MiddleBanking™ 1.0.

The customer’s ERA relationship is established directly between the customer and
ReCapture Financial.

Dealerships are not parties to the customer’s ERA relationship and have no authority
to establish, approve, modify, suspend, or terminate an ERA.

MiddleBanking™

MiddleBanking™ is ReCapture Financial’s household financial-management process through
which approved income, pay dates, household expenses, recurring obligations, and
spending requirements are organized into a structured funding and bill-pay plan.

The customer’s active MiddleBanking™ relationship creates the basis for access to
applicable ERA benefits, including Auto Loan Payment Coverage™.

Dealerships do not administer MiddleBanking™ plans or control ReCapture Financial’s
household financial-management decisions.

Financial Justification

ReCapture Financial performs Financial Justification independently of the Dealership
and independently of lender credit underwriting.

Financial Justification may include review of:

household income,
income frequency and pay dates,
total monthly household and personal expenses,
recurring financial obligations,
contracted auto loan payment,
weekly spending requirements,
available household cash flow,
checking account activity where applicable,
and the household’s ability to consistently follow an approved MiddleBanking™ plan.

ReCapture Financial retains sole authority over Financial Justification and ERA approval.

ReCapture Financial’s Financial Justification does not replace lender credit underwriting.
Lender approval does not guarantee DriveFree™ approval, and DriveFree™ approval does not
guarantee lender financing approval.

DriveFree™ Starting Requirements

Current starting requirements for DriveFree™ include:

between $4,000 and $20,000 in total monthly household and personal expenses,
head of household participation,
head of household age 25 or older,
current full-time employment, active-duty military status, retired military status, or retirement with steady income,
an active checking account,
an active auto loan,
successful completion of Financial Justification,
approval of the applicable MiddleBanking™ plan,
and an active Expense Reimbursement Account.

ReCapture Financial may revise participation requirements in accordance with applicable
program terms and law.

Customer Preliminary Review and Intake

Customers may complete a preliminary DriveFree™ review before entering ReCapture
Financial’s full intake process.

The preliminary review may request:

total monthly household expenses,
head-of-household status,
age,
employment or retirement status,
vehicle year, make, and model,
auto loan payment status,
monthly payment amount,
number of payments remaining,
and lender information.

A preliminary result is not final approval and does not guarantee establishment of an
ERA or access to Auto Loan Payment Coverage™.

Customers meeting the starting requirements may continue to ReCapture Financial’s
DriveFree™ intake and Financial Justification process.

Auto Loan Payment Coverage™

Auto Loan Payment Coverage™ is a DriveFree™ benefit available through an approved
and active Expense Reimbursement Account.

ReCapture Financial may pay up to $1,000 per month toward the approved
auto loan amount according to the household’s approved DriveFree™ structure and
current program terms.

An auto loan payment exceeding $1,000 does not automatically prevent DriveFree™
participation. Any amount exceeding approved coverage remains the customer’s responsibility.

Auto Loan Payment Coverage™ does not replace or modify the underlying vehicle finance agreement.

Coverage Claims

Access to Auto Loan Payment Coverage™ requires the customer to file the applicable
coverage claim through ReCapture Financial.

ReCapture Financial retains sole authority to:

review coverage claims,
request supporting information,
approve claims,
partially approve claims where applicable,
deny claims,
determine the approved payment amount,
and administer approved Auto Loan Payment Coverage™ payments.

Dealerships possess no authority to approve a coverage claim or guarantee that a
customer’s auto loan payment will be covered.

Customer’s Existing Auto Loan

DriveFree™ does not require replacement of the customer’s existing auto loan.

Unless independently modified by the customer and lender:

the lender remains the lender,
the customer remains the borrower,
the customer retains the vehicle,
the interest rate remains unchanged,
the remaining term remains unchanged,
the original payoff date remains unchanged,
and the lender retains its contractual rights.

The customer’s auto loan remains the customer’s contractual obligation regardless
of any payment made by ReCapture Financial.

Dealer Responsibilities

The Dealership may:

introduce customers to CarBarrage™ and DriveFree™,
display approved ReCapture Financial and CarBarrage™ materials,
provide customers with approved DriveFree™ information,
direct customers to approved preliminary-review and intake pathways,
and assist customers with accessing ReCapture Financial’s online systems where authorized.

The Dealership shall not:

approve an ERA,
perform or override Financial Justification,
approve Auto Loan Payment Coverage™,
approve or deny a coverage claim,
guarantee a coverage amount,
guarantee continued coverage,
modify ReCapture Financial program requirements,
represent itself as ReCapture Financial,
or bind ReCapture Financial to any obligation without written authorization.

Dealership Financing Operations

The Dealership remains responsible for its ordinary vehicle-sale and finance-office operations.

These may include:

vehicle pricing,
vehicle sales,
F&I activities,
credit applications,
lender submissions,
vehicle delivery,
and other dealership-controlled transactions.

Nothing in this Agreement transfers responsibility for dealership financing operations
to ReCapture Financial.

Lender Independence

Vehicle lenders operate independently of ReCapture Financial.

The applicable lender independently determines:

credit requirements,
financing approval,
interest rate,
loan amount,
payment amount,
loan term,
servicing requirements,
and enforcement of the finance agreement.

ReCapture Financial does not control the lender’s credit decision.

Traditional Financing and Refinancing

Customers who do not meet DriveFree™ starting requirements, or who prefer traditional
financing or refinancing, may be directed to independent lending sources.

Any traditional financing or refinancing transaction is separate from the customer’s
relationship with ReCapture Financial.

The independent lender is solely responsible for underwriting, approval, loan terms,
interest rates, disclosures, servicing, and other lender obligations.

Dealership Compensation

Any dealership compensation related to customer referrals, marketing relationships,
or other authorized CarBarrage™ activities must be established separately in writing
or under an approved ReCapture Financial compensation schedule.

Dealerships may not independently add fees, premiums, markups, or charges represented
as required by ReCapture Financial, DriveFree™, an ERA, MiddleBanking™, or Auto Loan
Payment Coverage™ unless expressly authorized in writing.

Customer Information and Intake Accuracy

Customers remain responsible for providing accurate information regarding:

identity,
household income,
employment or retirement status,
household expenses,
banking information,
vehicle information,
loan information,
payment status,
and other information required by ReCapture Financial.

Dealerships are not responsible for independently performing ReCapture Financial’s
Financial Justification unless specifically authorized in writing.

Marketing and Representations

Dealerships agree to market CarBarrage™, DriveFree™, Expense Reimbursement Accounts,
MiddleBanking™, and Auto Loan Payment Coverage™ only through approved language,
materials, disclosures, and representations.

Dealerships shall not represent Auto Loan Payment Coverage™ as:

traditional auto insurance,
credit life insurance,
GAP insurance,
a vehicle warranty,
a service contract,
loan forgiveness,
debt cancellation,
a new auto loan,
traditional refinancing,
or a lender guarantee.

Dealerships shall not guarantee ERA approval, coverage claim approval, coverage duration,
financial results, lender approval, or other outcomes not expressly guaranteed in
authorized ReCapture Financial materials.

ReCapture Financial Authority

ReCapture Financial retains sole authority regarding:

ERA approval and administration,
Financial Justification,
MiddleBanking™ plan approval,
DriveFree™ approval,
Auto Loan Payment Coverage™ administration,
coverage claim review,
approved coverage amounts,
client account status,
suspension,
and termination.

Dealerships possess no authority to override ReCapture Financial decisions.

Active and Current Status

Continued access to DriveFree™ benefits may require the customer to remain active
and current with ReCapture Financial.

This may include:

maintaining an active ERA,
accurately maintaining household information,
consistently funding the approved weekly MiddleBanking™ amount,
following the approved household plan,
filing required coverage claims,
maintaining applicable account requirements,
and complying with current DriveFree™ program terms.

Fraud Prevention

ReCapture Financial reserves the right to investigate suspected:

fraud,
misrepresentation,
false household information,
false vehicle or loan information,
duplicate submissions,
payment irregularities,
coverage claim abuse,
or other misuse of ReCapture Financial systems.

ERA access, DriveFree™ participation, or Auto Loan Payment Coverage™ may be denied,
suspended, or terminated where fraud, abuse, or material misrepresentation is identified,
subject to applicable law and program terms.

No Guarantee of Financial Outcomes

Neither ReCapture Financial nor the Dealership guarantees:

lender approval,
loan performance,
delinquency reduction,
repossession prevention,
credit-score improvement,
vehicle appreciation,
trade-in value,
or other financial outcomes.

Independent Contractor Relationship

The parties acknowledge that:

the Dealership operates independently,
ReCapture Financial operates independently,
no partnership is created by this Agreement,
no employment relationship is created,
no agency relationship is created,
and neither party may bind the other without written authorization.

Confidentiality and Customer Information

Each party shall protect non-public customer and business information received in
connection with this Agreement and shall use such information only for authorized
business purposes and in accordance with applicable law.

Dealerships shall not retain, disclose, sell, distribute, or independently use
ReCapture Financial customer information except as authorized by the customer,
ReCapture Financial, or applicable law.

Termination

Either party may terminate the dealership relationship according to applicable
written partnership terms or upon written notice where no separate termination
provision exists.

ReCapture Financial may immediately suspend or terminate dealership participation
for fraud, unauthorized representations, misuse of customer information, material
breach of this Agreement, unauthorized marketing, or conduct reasonably determined
to create material customer, regulatory, operational, or reputational risk.

Termination of the Dealership’s participation does not automatically terminate an
existing customer’s ERA or DriveFree™ relationship with ReCapture Financial.

Arbitration

Any dispute arising from or relating to this Agreement or the dealership’s
participation with CarBarrage™, DriveFree™, or ReCapture Financial shall be resolved
through binding arbitration in the State of Georgia unless otherwise required by law.

To the extent permitted by applicable law, the parties waive jury trial, class-action,
and consolidated-proceeding rights.

Governing Law

This Agreement shall be governed by the laws of the State of Georgia, without regard
to conflict-of-law principles, except where otherwise required by applicable law.

Modifications

ReCapture Financial may update operational procedures, DriveFree™ requirements,
MiddleBanking™ procedures, approved marketing requirements, compliance requirements,
and this Agreement as permitted by applicable law.

Updated versions may be provided electronically. Continued dealership participation
following an effective update constitutes acceptance where permitted by applicable law.

Entire Agreement

This Agreement, together with any incorporated written compensation schedule,
authorized dealership addendum, or other written agreement executed by the parties,
constitutes the applicable agreement regarding the dealership’s participation with
CarBarrage™, DriveFree™, and ReCapture Financial.

Electronic Acceptance

This Agreement may be accepted electronically. Electronic signatures and electronic
records shall have the same force and effect as originals to the extent permitted by law.

Contact Information

ReCapture Financial, Inc.
500 Northside Circle NW, Suite PP05
Atlanta, Georgia 30309 USA

Phone: 1-855-369-5050
Email: support@JoinReCapture.com
JoinReCapture.com