MASTER RECEIVABLES PURCHASE AGREEMENT JFK IMPORT-EXPORT LLC — CONFIRMA *** Draft for review. These documents were prepared as a starting point and have not been reviewed by a lawyer. Do not execute or publish any of them without review by qualified counsel in each relevant jurisdiction — the United States for the entity, the Democratic Republic of the Congo for the counterparties, and any jurisdiction whose law a counterparty insists upon. *** **MASTER RECEIVABLES PURCHASE AGREEMENT** Between **JFK IMPORT-EXPORT LLC** (trading as JFKIE LLC), a limited liability company organised in Virginia, United States, since October 2003, of [REGISTERED ADDRESS] (the "Purchaser"), and **[SUPPLIER LEGAL NAME]**, a company registered in the Democratic Republic of the Congo under RCCM number [NUMBER], of [ADDRESS] (the "Seller"). Dated 19 August 2026. **1. What this is.** The Seller may offer, and the Purchaser may agree to buy, receivables owed to the Seller by an operator participating in the Purchaser's programme. Each purchase is a **true sale** and outright assignment of the receivable, not a loan secured on it. The Seller is not the Purchaser's borrower. **2. What may be offered.** Only a receivable that: (a) arises from goods actually delivered or services actually performed and accepted; (b) is evidenced by an invoice, a signed acceptance of the work, and an entry in the Operator's own accounts payable records showing an approved amount and a due date; (c) is denominated in United States dollars; (d) has not been offered, sold, pledged or assigned to any other person; (e) is free of set-off, counterclaim and encumbrance so far as the Seller is aware; and (f) is not the subject of any dispute. **No receivable may be offered in respect of goods not yet delivered or services not yet performed.** Purchase orders are not purchased. **3. Offer and acceptance.** An offer is made by submitting the receivable through the platform. The Purchaser may accept or decline in whole or in part, in its absolute discretion, and is not obliged to give reasons beyond those required by its complaints procedure. No offer binds the Purchaser until accepted. **4. Purchase price.** The purchase price is the Approved Amount less the fees set out in Schedule 1, calculated on the Approved Amount and the number of days to the due date. The Approved Amount is the amount shown in the Operator's records, after any deduction the Operator has made. **The Purchaser buys the Approved Amount, not the invoiced amount.** The price is paid as: (a) the Advance, paid on purchase; and (b) the Reserve, released when the Operator pays in full, less the fees. Fees are published and identical for every Seller. They are not negotiated. **5. Payment.** The Advance is paid to the bank account recorded for the Seller at onboarding, in the Seller's own company name. No payment is made to any other account, to any individual, or in cash. A change to the recorded account suspends all funding until verified independently. **6. Notification and payment direction.** On purchase, the Operator is notified that the receivable has been assigned and is irrevocably directed to pay the Purchaser. The Seller shall not accept payment of a purchased receivable. If it receives any such payment it holds it on trust for the Purchaser and shall remit it within 2 business days. **7. Seller's warranties.** On each offer the Seller warrants that the matters in clause 2 are true, that it is the sole owner of the receivable and entitled to assign it, that the underlying work was performed in accordance with the contract, and that no person has been given or promised any inducement in connection with the approval of the invoice. **8. Credit risk sits with the Purchaser.** If the Operator fails to pay because it is unable to pay, the loss is the Purchaser's. The Seller is not required to repay the Advance and is not guarantor of the Operator. **9. Recourse for fraud and defect.** The Seller shall repurchase a receivable at the Approved Amount, on demand, where: (a) a warranty in clause 7 was untrue when given; (b) the receivable is disputed by the Operator on grounds relating to the Seller's performance; (c) the receivable was already assigned elsewhere; or (d) the receivable is found to be fraudulent, whether or not the Seller was aware. This is a repurchase obligation, not a guarantee of the Operator's solvency. **10. Fraud.** A fraudulent offer terminates this agreement immediately, entitles the Purchaser to repurchase of every outstanding receivable, and will be reported to the Operator, to law enforcement and to any funder as the Purchaser considers appropriate. **11. Funding limits.** The Purchaser may set and vary a limit on the Seller's total outstanding exposure. Limits increase with a record of receivables paid without incident. **12. Set-off.** The Purchaser may set off any amount the Seller owes it against any amount it owes the Seller. **13. Information and audit.** The Seller shall provide, on reasonable request, records evidencing the underlying work and its ownership of a receivable, and shall notify the Purchaser promptly of any dispute, insolvency event, change of control, change of beneficial ownership, or change in bank details. **14. Compliance.** The Seller shall comply with applicable anti-bribery, anti-money-laundering and sanctions law, shall not employ forced or child labour, and shall not offer any inducement to any officer or employee of an Operator. Breach of this clause entitles the Purchaser to terminate immediately. **15. Data.** Each Party shall handle personal data in accordance with applicable law and, in the Purchaser's case, the Privacy Notice published on the platform. **16. Term and termination.** This agreement continues until terminated by either Party on 30 days' written notice, or immediately by the Purchaser for breach of clauses 10 or 14. Termination does not affect receivables already purchased, which remain the Purchaser's property, nor any accrued obligation. **17. Assignment.** The Purchaser may assign or grant security over purchased receivables and its rights here, including to a funder, without the Seller's consent. The Seller may not assign without the Purchaser's written consent. **18. Governing law and disputes.** Governed by State of Delaware, United States. Disputes finally resolved by arbitration seated in Wilmington, Delaware, United States under the International Centre for Dispute Resolution (ICDR), in English, before a single arbitrator. The Purchaser may bring proceedings to enforce an assigned receivable in any court having jurisdiction over the Operator, and may seek interim relief from the Court of Chancery of the State of Delaware, or where it lacks jurisdiction, the state and federal courts sitting in Delaware. **19. Language.** Executed in English and in French. In the event of any inconsistency, the English version governs. *(Confirm this choice with local counsel: a Congolese court may expect the French version to prevail.)* --- **SCHEDULE 1 — FEES** | Component | Amount | |---|---| | Origination fee | 1.0% of the Approved Amount | | Discount | 2.5% of the Approved Amount for each 30 days from purchase to the due date, pro rated | | Advance rate | 87.5% of the Approved Amount | | Minimum receivable | $2,500.00 | | Maximum receivable | $2,000,000.00 | | Tenor | 5 to 120 days | No other fee is charged. There is no application fee, no monthly minimum, no standing charge, and no charge for a receivable the Purchaser declines. --- **JFK IMPORT-EXPORT LLC** Name: ______________________ Title: ______________________ Date: 19 August 2026 **[SUPPLIER LEGAL NAME]** Name: ______________________ Title: ______________________ Date: 19 August 2026