NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”), dated as of the date above the signatures of the parties (the “Effective Date”), is by and between Minerva Equity, LLC., a California limited liability company (the “Disclosing Party”), and the undersigned (the “Receiving Party”). Each of the Disclosing Party and the Receiving Party is a “Party” and, together, the “Parties.”

1. Confidential Information.
   1. The Parties wish to explore a possible business relationship or transaction between the Receiving Party and the Disclosing Party (the “Relationship”) in connection with which the Disclosing Party has disclosed and/or may further disclose its Confidential Information (as defined below) to the Receiving Party. This Agreement is, inter alia, intended to allow the Parties to continue to discuss and evaluate the Relationship while protecting the Disclosing Party's Confidential Information (including Confidential Information previously disclosed to the Receiving Party) against unauthorized use or disclosure.
   2. The Parties hereby acknowledge that the Receiving Party will have access to Confidential Information of the Disclosing Party and that use or communication of such Confidential Information by Receiving Party could irreparably injure the business of the Disclosing Party. Accordingly, the Receiving Party agrees that during the term of this Agreement (the “Holding Period”), and survival period following the Holding Period, the Receiving Party shall treat and safeguard, and shall cause its affiliates, directors, officers, employees, managing members, general partners, agents and consultants (including attorneys, financial advisors and accountants) (collectively, the “Representatives”) to treat and safeguard, as confidential and secret all Confidential Information received by the Receiving Party at any time (including prior to the Effective Date), and that the Receiving Party shall not and shall not permit its Representatives to, without the prior written consent of the Disclosing Party, use, disclose or reveal any Confidential Information or the fact that it has received Confidential Information, or that any discussions or negotiations are or were ongoing between the Parties, to any third party whatsoever or use the Confidential Information in any manner except in connection with the Relationship. For the sake of clarity, Receiving Party affirms it shall not in in any way analyze or reverse-engineer any of the Confidential Information or information which may be derived from the Confidential Information, other than as expressly permitted in writing by Disclosing Party, nor shall the Receiving Party utilize the Confidential Information, directly or indirectly, to circumvent the efforts of the Disclosing Party or compete with Disclosing Party.
   3. For the purposes of this Agreement, “Confidential Information” means any information not generally known to the public or recognized as standard industry practice, as well as any of the following: information regarding acquisition targets; any business information; data; reports; studies; interpretations; forecasts; know-how; compositions; plans; strategies; strategic partnerships and the existence of the discussions between the Parties; employee information; financial records and inventory records of the Disclosing Party; intellectual property; trade secrets; technical, business, marketing or product development plans; research; ideas; concepts; designs; formulas; technology; devices; inventions; methods or processes, whether or not patented or patentable; the substance of agreements with clients, suppliers and any third party; customer lists; supplier lists; marketing arrangements; channels of distribution; pricing policies and records, and such other information normally understood to be confidential or otherwise designated as such in writing, orally or other communicative format by the Disclosing Party, as well as information discerned from, derived from, based on or relating to any of the foregoing, which may be discussed between the Parties or prepared by the Receiving Party, all of which (i.e. all Confidential Information) the Receiving Party expressly acknowledges and agrees shall be confidential and proprietary information belonging solely to the Disclosing Party. Confidential Information shall also include any other document or information (whether of the Disclosing Party or of any supplier or customer of the Disclosing Party or any third party with whom or which the Disclosing Party has an agreement concerning the confidentiality of information) which comes into the Receiving Party's possession as a result of this Agreement or the underlying relationship between the Parties.
   4. Upon termination of the Holding Period, the Receiving Party shall promptly return to the Disclosing Party all documents and papers relating to the Disclosing Party, including any Confidential Information, together with any copies thereof; provided that if either Party decides not to proceed with the Relationship and provides written notice to that effect to the other Party, the Receiving Party will promptly deliver or cause to be delivered to the Disclosing Party all documents or other matter furnished by the Disclosing Party or its agents or representatives to the Receiving Party or the Representatives constituting Confidential Information, together with all copies thereof in the possession of the Receiving Party or the Representatives.
   5. The Receiving Party further agrees that it shall:
      1. immediately notify the Disclosing Party, in writing, of any breach of this Agreement, on its part or the part of any party on its behalf or related thereto, including Representatives or any third party to whom or to which it has provided or given access to the Confidential Information;
      2. fully cooperate with the Disclosing Party to mitigate the effect of such breach; and
      3. be responsible for any breach of this Agreement caused by any party on its behalf or related thereto, including any of its Representatives or any third party to whom or to which it has provided or given access to the Confidential Information. 
   6. The Receiving Party, and any third party to whom or to which the Receiving Party provides the Confidential Information, will comply with all applicable laws with respect to the use and maintenance of the Confidential Information, including without limitation any applicable data protection laws.  
2. Term and Termination. Each Party's rights and obligations under this Agreement shall commence on the date first written above and expire on the date that is the earlier of (i) three (3) years from such date and (ii) any termination of this Agreement by thirty (30) days prior written notice of a Party, unless in either case any applicable privacy law requires a longer period.
3. Additional Provisions.
   1. Neither the Disclosing Party nor any of its representatives or other agents makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information nor shall any of them be liable to the Receiving Party or any of its Representatives relating to the Receiving Party's use of the Confidential Information or any errors therein or omissions therefrom.
   2. Receiving Party affirms it has no claim of ownership or rights in any of the Confidential Information. The Disclosing Party hereby retains its entire right, title and interest, including all intellectual property rights, in and to all of the Confidential Information, and nothing herein shall be construed as an assignment or other transfer of any of the Disclosing Party's rights in the Confidential Information to any other party.
   3. The Parties agree that (a) this Agreement does not require the Disclosing Party to provide any information to the Receiving Party or any of its Representatives and (b) neither Party is under any legal obligation to conduct or continue any discussions or negotiations with respect to, or enter into, any relationship, other agreement or transaction whatsoever, including without limitation the Relationship. 
   4. The Receiving Party acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach or threatened breach of this Agreement by the Receiving Party or its Representatives or other agents. As a result, in addition to all other remedies available at law (which the Disclosing Party does not waive by the exercise of any rights hereunder), the Disclosing Party shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the Receiving Party hereby waives any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. In the event that either Party institutes any legal suit, action or proceeding against the other Party arising out of or relating to this Agreement, the prevailing Party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such Party in conducting the suit, action or proceeding, including reasonable attorneys' fees and expenses and court costs.
   5. This Agreement supersedes all prior oral or written agreements or understandings that may exist between any of the parties hereto in respect of any Relationship.
   6. This Agreement shall be subject to applicable federal laws and the laws of the State of California.
   7. All notices pursuant to this Agreement shall be delivered to the other Party at the address, fax number or e-mail address set forth on the signature page to this Agreement. This Agreement may not be amended or assigned without the prior written consent of each Party. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.

THE PARTIES HEREBY EXECUTE THIS AGREEMENT:

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Document name: Company NDA

Unique Document ID: 36cea9f2b0b2727d38589c52579027aab21610f8

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Timestamp	Audit
July 13, 2021 1:16 pm PDT	Company NDA Uploaded by Mark Woodbury - mark@minervaequity.com IP 2603:8000:b400:c15:ecec:ccca:82eb:c565

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