Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement ("Agreement") is entered into as of the date of the last electronic signature below, between the Disclosing Party and the Receiving Party (each a "Party", collectively the "Parties"), whose identities are recorded by the platform at the time of signing.

1. Purpose

The Parties wish to explore a potential investment relationship. In connection with this exploration, each Party may disclose to the other certain confidential and proprietary information solely for the purpose of evaluating such a transaction ("Purpose").

2. Confidential Information

2.1 Definition. "Confidential Information" means any information disclosed by one Party to the other, in any form, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. This includes without limitation: financial models, projections, cap tables, pitch materials, executive summaries, customer data, product roadmaps, investment theses, fund strategies, and any document shared through the Noise & Signal data room.

2.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally publicly available through no act or omission of the Receiving Party; (b) was already known to the Receiving Party prior to disclosure, as evidenced by written records predating this Agreement; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided the Receiving Party gives the Disclosing Party prompt prior written notice and cooperates reasonably in any effort to seek a protective order.

3. Obligations of Receiving Party

3.1 The Receiving Party shall: (a) hold all Confidential Information in strict confidence, using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; (b) use Confidential Information solely for the Purpose; (c) not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party; and (d) limit internal access to Confidential Information to those employees, advisers, and representatives who have a genuine need to know for the Purpose and who are bound by obligations of confidentiality no less restrictive than those in this Agreement.

3.2 The Receiving Party shall promptly notify the Disclosing Party upon becoming aware of any unauthorised use or disclosure of Confidential Information.

4. Mutual Obligations

Both Parties acknowledge that this Agreement is mutual and that each Party may serve as both a Disclosing Party and a Receiving Party. All obligations in Section 3 apply symmetrically to both Parties with respect to Confidential Information they receive.

5. No Licence

Nothing in this Agreement grants either Party any licence, right, title, or interest in or to any Confidential Information of the other Party, except the limited right to use such information for the Purpose as expressly stated herein.

6. Return or Destruction

Upon request by the Disclosing Party or upon termination of this Agreement, the Receiving Party shall promptly return or certifiably destroy all Confidential Information (and all copies, extracts, or derivatives thereof) and confirm such return or destruction in writing. Documents stored on the Noise & Signal platform will be access-revoked by the platform upon request.

7. Term

This Agreement is effective from the date of the last signature and continues for the period selected in the platform settings (default: two years), unless earlier terminated by mutual written agreement. Obligations of confidentiality with respect to trade secrets shall survive indefinitely.

8. No Obligation to Proceed

Nothing in this Agreement obligates either Party to proceed with any transaction, investment, or business relationship. Each Party retains the right to terminate discussions at any time and for any reason without liability.

9. Remedies

The Parties acknowledge that a breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy, and that the non-breaching Party shall be entitled to seek equitable relief including injunction and specific performance, in addition to all other remedies available at law or in equity, without the requirement to post bond.

10. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws selected in the platform settings at the time of signing, without regard to conflict-of-law principles. Any dispute arising out of or in connection with this Agreement shall be resolved by binding arbitration in accordance with the rules of the applicable arbitration body in the selected jurisdiction.

11. Electronic Execution

The Parties agree that this Agreement may be executed electronically. Each Party's typed full legal name entered on the Noise & Signal platform, together with the recorded timestamp and IP address, constitutes a valid and binding electronic signature for all purposes and has the same legal effect as a handwritten signature. This Agreement is subject to applicable electronic signature laws including, where relevant, Panama's Ley 43 de 2001, the US Electronic Signatures in Global and National Commerce Act (ESIGN), and the EU eIDAS Regulation.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written, relating to confidentiality between the Parties. This Agreement may not be amended except by a written instrument signed by both Parties.