PROJECT WISE - CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of last signature below (the “Effective Date”), by and between Side Bright Holdings LLC (“Disclosing Party”) and the undersigned recipient (“Recipient,” and together with the Disclosing Party, the “Parties,” and each, a “Party”).

Effective Date. The Parties agree that this Agreement shall be deemed effective as of the date appearing at the top of the first page of this Agreement (the “Effective Date”), regardless of the date of signature by either Party.

1. Purpose

Recipient desires to receive certain information from Disclosing Party in connection with evaluating a potential investment in Project Wise (the “Purpose”).

2. Confidential Information

“Confidential Information” means all non-public, confidential, or proprietary information disclosed by the Disclosing Party to the Recipient or its Representatives, whether in written, electronic, or oral form, including financial information, business plans, operations, strategies, customer and supplier information, analyses, and any other materials marked or reasonably understood to be confidential. Confidential Information also includes the fact that discussions are taking place between the Parties. Confidential Information does not include information that (a) is or becomes publicly available other than through Recipient’s breach; (b) is rightfully obtained by Recipient without restriction from a third party not bound by confidentiality; (c) was independently developed by Recipient without reference to the Confidential Information; or (d) is required to be disclosed by law, provided Recipient gives prompt notice to Disclosing Party (unless legally prohibited) and cooperates in seeking protective treatment.

3. Recipient Obligations

Recipient shall (a) use Confidential Information solely for the Purpose; (b) not disclose Confidential Information to any person or entity other than its directors, officers, employees, financing sources, attorneys, accountants, and other professional advisors with a need to know for the Purpose (“Representatives”), who are informed of the confidential nature of such information and bound by obligations of confidentiality at least as restrictive as those herein; and (c) safeguard the Confidential Information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4. Non-Solicitation and Non-Circumvention

During the term of this Agreement and for 18 months thereafter, Recipient and its Representatives shall not, without the prior written consent of the Disclosing Party: (i) contact or solicit any employee of the Disclosing Party or the target business for employment; (ii) use Confidential Information to solicit business from any client, customer, or vendor identified in the Confidential Information; or (iii) directly or indirectly contact, communicate with, or attempt to transact with the target business, its owners, or affiliates, other than through the Disclosing Party. This restriction shall not prohibit Recipient from hiring an employee responding to a general public job posting not targeted at such persons, or engaging with entities with whom Recipient had an established relationship prior to the Effective Date.

5. Return or Destruction

At any time upon written request by Disclosing Party, Recipient shall promptly return or destroy all Confidential Information, in any form, and certify destruction if requested, except that Recipient may retain archival copies as required by law or its document retention policies.

6. Remedies

Recipient acknowledges that monetary damages may be inadequate to remedy a breach of this Agreement and that Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies, without the necessity of posting bond, in addition to all other remedies available at law.

7. Term

This Agreement shall remain in effect for eighteen (18) months from the Effective Date. Recipient’s obligations with respect to Confidential Information disclosed during such period shall survive until the end of that term.

8. No Obligation / No Warranty

Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of Confidential Information, and shall have no

liability to Recipient resulting from use thereof. Nothing in this Agreement obligates either Party to proceed with any transaction.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. Each Party consents to the exclusive jurisdiction of the federal and state courts located in Delaware.

10. Miscellaneous

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior agreements or understandings. No amendment or waiver shall be effective unless in writing and signed by both Parties. This Agreement may be executed in counterparts (including electronic or facsimile), each of which shall be deemed an original.