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Non-disclosure agreement

Black Pearl Capital Partners SPC ("BPC") a segregated portfolio company incorporated as an exempted company with limited liability incorporated under the laws of the Companies Law (2022 Revision) of the Cayman Islands, registered as a private fund with the Cayman Island Monetary Authority No. 2052400, whose registered office is at c/o APEX Fund Services, 3rd Floor Citrus Building, 106 Goring Avenue, PO Box 10085, Grand Cayman, KY1-1001, Cayman Islands
 

In order for you to consider BPC further, BPC intends to disclose to you information (“Confidential Information”), in consideration of your agreement and undertaking to keep such information confidential and to act in accordance with the terms and conditions set out herein.  


Confidential Information
 

The term “Confidential Information” shall include any and all information which is disclosed by BPC (whether directly or indirectly by a representative or agent on behalf of BPC) to you in connection with the BPC Fund, whether before or after the date of this letter, and whether disclosed orally, visually, electronically and/or in writing, including via access to an online data-repository or by any other media whatsoever.  
 

Such Confidential Information may include, but is not limited to, information relating to BPC or its personnel, information relating to the BPC Fund, terms and structure of the BPC Fund, performance, investment strategies, investments, projects, joint venture partners and other activities of the BPC Fund or other vehicles or accounts managed or sponsored by BPC, slide-decks, business plans, drawings, specifications, memoranda, operational data, photographs, models, prototypes, designs, materials, costs and pricing, financial and accounting information, marketing and sales data and plans and product applications of any nature.  Confidential Information further includes any and all copies and reproductions, in whole or in part, of such information and any and all summaries, analyses, compilations, studies, notes, or other records which contain, reflect, or are generated from such information.
 

BPC may mark or otherwise identify Confidential Information which is disclosed to you in written or electronic form as being “confidential”, but any failure to so mark or identify the Confidential Information shall not relieve you of the obligations under the terms of this letter.
 

Confidential Information shall not include information which you can demonstrate to our satisfaction is already in your possession, or was in the public domain, or was obtained lawfully from elsewhere.

 

Handling Confidential Information
 

You agree that you shall not for a period of two (2) years from the date of this letter divulge, in whole or in part, Confidential Information to any third party without the prior written consent of BPC, unless ordered to do so by a court of competent jurisdiction.  If you are so ordered, you agree that you shall immediately notify BPC of such order so that an appropriate protective agreement or order may be sought.  You and your representatives agree to cooperate with BPC in seeking such protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained, you and your representatives shall furnish only that portion of the Confidential Information which you are advised by counsel is legally required to be disclosed and you and your representatives shall use all reasonable endeavours to preserve the confidentiality of the Confidential Information.
 

You may disclose Confidential Information to those directors, officers, employees, representatives or agents, including attorneys, consultants and financial or other advisors who need to know the contents of the Confidential Information in connection with your potential investment in the BPC Fund provided that each party to which Confidential Information is disclosed is under legally binding obligations of confidentiality equivalent to those set out in this letter.
 

You agree that, without the prior written consent of BPC, you shall make no use, commercial or otherwise, of any Confidential Information other than for purposes of evaluating the BPC Fund.
 

Non-Circumvention
 

In consideration of BPC disclosing Confidential Information to you, you agree further not at any time to directly or indirectly, save with the prior written consent of BPC, disclose any information (whether Confidential Information or otherwise) to, make contact with, have any discussions or correspondence with, work with or in any way collaborate or engage with any third party (whether introduced by BPC or not), in relation to the subject matter of the Confidential Information in an attempt to circumvent or by-pass, or which has the effect of circumventing or bypassing, BPC in respect of or in any way relating to the Confidential Information or the BPC Fund. You agree to ensure that any third parties to which Confidential Information is disclosed shall be subject to and comply with provisions equivalent to those of this letter.
 

Conditions of Disclosure 
 

By signing this letter you confirm that you meet the criteria of a “Qualified Investor” as defined by the Cayman Islands Monetary Authority as a professional or qualified investor who is a qualified purchaser and represents in writing to the issuer that they are particularly knowledgeable in investment matters or is a director or manager of the issuer and is particularly knowledgeable in investment matters. An investor is ‘particularly knowledgeable in investment matters’ if such investor: (i) has the knowledge and experience in financial and business matters to enable that investor to evaluate the merits of a proposed transaction and investing in the issuer; (ii) is aware of the risks inherent in investing in the securities; and (iii) can afford the loss of their entire investment.
 

This letter shall not be construed or interpreted as obligating either you or BPC to enter into a further agreement or contractual arrangement with respect to the Confidential Information or the BPC Fund, nor does it oblige BPC to share any further information with you.  At any time, BPC may suspend or terminate discussions in relation to the BPC Fund.  
 

All Confidential Information shall remain the property of BPC.  BPC may at any time request that you return, and you hereby undertake that no later than seven (7) calendar days after the date of such request that you will return, all Confidential Information to BPC and certify that all copies in your direct and indirect possession and control and any and all documentation and records, including copies, generated by you which disclose or incorporate Confidential Information in whole or in part have been destroyed save for those which you are required by law to retain.
 

BPC makes no representations or warranties, express or implied, regarding the accuracy or completeness of the Confidential Information or the suitability thereof for evaluating the BPC Fund or any other business propositions under discussion.
 

You may not assign or otherwise transfer any of your rights or obligations under this letter to any third party without the prior written consent of BPC.
 

You agree that, in addition to any other relief to which BPC may be entitled, BPC shall be entitled to seek and obtain injunctive relief (without the requirement of any bond) from a court of competent jurisdiction for the purposes of restraining you or any third parties to which you have disclosed the Confidential Information from an actual or threatened breach of the provisions of this letter.
 

No failure or delay by BPC in exercising any right, power or privilege in or arising in relation to this letter shall operate as a waiver thereof and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege herein.  
 

If it is found in a final judgment by a court of competent jurisdiction that any term or provision of this letter is invalid or unenforceable, (i) the remaining terms and provisions herein shall be unimpaired and shall remain in full force and effect and (ii) the invalid or unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term or provision.
 

The provisions of this letter and the agreement constituted by it, including any question regarding its existence, validity or termination, shall be governed by and construed in accordance with English law and the parties hereby submit to the non-exclusive jurisdiction of the Courts of the Cayman Islands.  
 

By proceeding with this registration you are agreeing to the above terms and conditions and are forming a legally binding agreement.

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