NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (the “Agreement”) is entered into on [●] (the “Effective Date”) by and between:

1- [●], duly registered and existing under the laws of [●] (Company No. [●]), whose address is [●], [and whose chosen
address for notice purposes under section below is [●], e-mail: [●] (referred to as the “First Party”);

AND

2- BORG Associates FZE, a company duly registered and existing under the laws of the United Arab Emirates – Ras-
Al-Khaimah (Registration No. 0000004023364 – Trade Licence Number 47001143) whose address is at RAKEZ
Business Center – P.O. Box 27471 – Ras Al Khaimah, UAE, represented by Emmanuel Crenne its General Manager
email: [email protected] (referred to as the “Second Party”);

Each individually referred to as a “Party”, and both collectively referred to as the “Parties”. A Party or any of its
subsidiaries shall be referred to as the “First” or “Second” “Party Group”. Both First Party Group and Second Party
Group shall individually be referred to as a “Group” and collectively be referred to as the “Groups”.

WHEREAS the First Party and the Second Party wish to enter into discussions regarding [●] (the “Subject Matter”);

WHEREAS in connection with the Subject Matter, a Party (referred to as the “Receiving Party”), acting individually or
as a Group, its directors and employees, potential equity providers or providers of finance, and its financial and other
professional advisers (together including the Receiving Party referred to as the “Disclosees”) may need access to or may
become aware of certain information and documents of confidential nature relating to the other Party (referred to as the
“Disclosing Party”), acting individually or as a Group, including financial, technical, operational, commercial, staff or
management, legal, fiscal and other information, which is directly or indirectly disclosed by the Disclosing Party, its
advisors, employees or other third parties working for it (together including the Disclosing Party referred to as the
“Disclosers”) to the Disclosees, and that relate to or are connected with the Disclosers, irrespective of the identity of the
owner of the respective information (the “Confidential Information”).

NOW, THEREFORE, in consideration of the Parties’ agreement to enter into business discussions with each other
regarding the Subject Matter, and to supply each other with Confidential Information, and in consideration of the mutual
promises and covenants contained herein, and other good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the Parties, intending to be legally bound, and in order to regulate the exchange of Confidential
Information among them during these discussions, agree as follows:

1. RECEIVING PARTY’S OBLIGATIONS

(a) A Receiving Party shall hold the Confidential Information disclosed by the Disclosing Party in confidence and
shall not disclose or permit it to be made available to any person, firm or company (except to other Disclosees)
without the Disclosing Party’s prior written consent;
(b) A Receiving Party shall only use the Confidential Information for the Subject Matter;
(c) A Receiving Party shall ensure that each person to whom disclosure of Confidential Information is made by that
Receiving Party is fully aware in advance of the confidential nature of the information and the Receiving Party’s
obligations under this Agreement, and that in the case of other potential equity or finance providers, direct each
such person to hold the Confidential Information in confidence in accordance with the terms of this Agreement;
(d) A Receiving Party shall, upon written demand from the Disclosing Party, either return the Confidential
Information and any copies of it or confirm to the Disclosing Party in writing that, save as required by law,
regulation or professional standards, it has been destroyed. However, the Receiving Party shall not be required
to destroy computer backup copies retained for security purposes. The Receiving Party shall not be required to
return reports, notes or other material prepared by it or other Disclosees or on its or their behalf which
incorporate Confidential Information (referred to as the “Secondary Information”) provided that the Secondary
Information and any other Confidential Information retained as required by law, regulation or professional
standards is kept confidential; and
2. DISCLOSING PARTY’S OBLIGATIONS

(a) A Disclosing Party shall keep confidential and not reveal to any person, firm or company (other than other
Disclosers) its business relations to the Receiving Party, acting individually or as a Group, or that discussions or
negotiations are taking place or have taken place between them.
3. EXCEPTIONS

Nothing in section above and section above of this Agreement shall apply to any information or Confidential
Information which:
(a) at the time of its disclosure is in the public domain;
(b) after disclosure comes into the public domain for any reason except the Receiving Party’s failure, or failure on
the part of any of the Disclosees, to comply with the terms of this Agreement;
(c) is disclosed by Disclosers on a non-confidential basis;
(d) was lawfully in the possession of any of the Disclosees prior to such disclosure;
(e) is subsequently received by any of the Disclosees from a third party without obligations of confidentiality (and,
for the avoidance of doubt, the Receiving Party shall not be required to enquire whether there is a duty of
confidentiality); or
(f) any of the Disclosees is required to disclose by law or any regulatory or government authority.
4. NOTICES

(a) The Parties choose the addresses set out in the heading of this agreement as their respective addresses for the
purposes of giving any notice, the payment of any sum, the serving of any process and for any other purpose
arising from this Agreement.
(b) Each Party shall be entitled from time to time by written notice to the other Parties, to vary its chosen address to
any other street address, which change will take effect on the date on which the notice is deemed to be received
by the other Parties in terms of paragraph below and its sub-paragraphs.
(c) Any notice required to be given in terms of this Agreement shall be valid and effective only if in writing.
(d) Any notice given by a Party to the other Parties (the “Addressees”) which:
i. is delivered by hand during normal business hours at the Addressees’ chosen address shall be deemed to
have been received by the Addressees at the time of delivery;
ii. is given by fax or email shall be deemed to have been received by the Addressees on the first business
day following the day of successful transmission of the fax or email;
iii. is given by pre-paid registered post shall be deemed to have been received by the Addressees 10 (ten)
business days after the day of posting.
5. GENERAL

(a) Section and paragraph headings in this agreement are inserted for convenience only and shall not be used in its
interpretation.
(b) In this Agreement, unless the context clearly indicates a contrary intention, any expression which denotes one
gender shall include the other, a natural person shall include a juristic person and other created entities and vice
versa, the singular shall include the plural and vice versa.
(c) No party shall be bound by any representation, warranty, undertaking, promise or the like not recorded in this
Agreement.
(d) No addition to, variation or agreed cancellation of this Agreement shall be of any force or effect unless in
writing and signed by or on behalf of each of the Parties.
(e) Any indulgence which a Party may show to other Parties in terms of or pursuant to the provisions contained in
this Agreement shall not constitute a waiver of any of the rights of the Party which granted such indulgence.
 (f) Each Party acknowledges that this Agreement and the undertakings given by it in terms thereof are fair and
reasonable in regard to their nature, extent and period and go no further than is reasonably necessary to protect
the interests of the Parties.
(g) Each Party hereby confirms that it has entered into this Agreement with full and clear understanding of the
nature, significance and effect thereof and freely and voluntarily and without duress.
(h) No Party shall have the right to assign or otherwise transfer any of its rights or obligations under this
Agreement.
(i) This Agreement may be executed in several counterparts that together shall constitute one and the same
instrument.
(j) This Agreement shall be governed by and construed in accordance with the Laws of [the Dubai International
Financial Center (DIFC)] [England and Wales], and the Parties irrevocably submit to the exclusive jurisdiction
of the Courts of [England and Wales] [the DIFC], in respect of any claim, dispute or difference arising out of or
in connection with this Agreement.. Any dispute arising out of or in connection with this Agreement, including
any question regarding its existence, validity or termination, shall be referred to and finally resolved by
arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause. The
number of arbitrators shall be one (to be appointed by the LCIA). The seat, or legal place, of arbitration shall be
[London][Dubai]. The language to be used in the arbitral proceedings shall be English].

(k) No circumvent. The First Party agrees not to deliberately or negligently circumvent the Second Party in
conversations with the Second Party’s clients during the term of this Agreement, either directly or through its
representatives, without the Second Party’s prior consent.

(l) The obligations in this Agreement will terminate on the 3rd anniversary of the Effective Date.
(m) All signatories hereto acknowledge that they have read this Agreement and, by their initials and signatures,
warrant that they have full and complete authority to execute the document for and in the name of the Party for
which they have given their signature.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

First Party Second Party

Signature: Signature:

Name: [●] Name: Emmanuel Crenne

Title: [●] Title: General Manager