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MUTUAL NON-DISCLOSURE AGREEMENT

Last updated: April 7, 2026

This Mutual Non-Disclosure Agreement ("Agreement") is entered into by and between Abundant Company, L.L.C., a Kentucky limited liability company doing business as Abundant Technology Group ("ATG") having its principal office at Louisville, Kentucky, and the undersigned party ("Company"). ATG and Company may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties wish to enter into discussions for the purpose of considering whether to enter into a potential business relationship or transaction (the "Potential Transaction"); and

WHEREAS, the Parties wish to exchange, receive, and review certain confidential and proprietary information for the sole purpose of determining whether to enter into the Potential Transaction; and

WHEREAS, each Party wishes to protect the confidentiality of all of its confidential and proprietary information on mutually acceptable terms in accordance with the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the acknowledgments, covenants, representations, agreements, and promises set forth herein, and for good and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1. Definition of Confidential Information

"Confidential Information," as used herein, shall mean all information, data, documentation, and devices disclosed or made available by either Party, its members, managers, officers, directors, employees, agents, or representatives (the "Disclosing Party"), to the other Party, its members, managers, officers, directors, employees, agents, or representatives (the "Receiving Party"), relating to the Potential Transaction, regardless of whether such information is marked or identified as confidential or proprietary, including, but not limited to the following:

  • Information and knowledge pertaining to products and services offered, inventions, innovations, designs, ideas, plans, trade secrets, proprietary information, advertising, and distribution and sales methods and systems;
  • Sales and profit figures, customer and client lists, and relationships between the Disclosing Party and any of its affiliates and/or subsidiaries;
  • Discussions between ATG and Company, and any of their members, managers, directors, officers, employees, agents, or representatives;
  • Past, current, future or proposed products of the Disclosing Party and/or any of its subsidiaries;
  • Business forecasts and procurement requirements of the Disclosing Party and/or any of its affiliates and/or subsidiaries;
  • Plans and technology relating to the past, current, future or proposed products of the Disclosing Party and/or any of its affiliates and/or subsidiaries;
  • Requirements and the research and development activities of the Disclosing Party and/or any of its affiliates and/or subsidiaries.

Notwithstanding any of the foregoing provisions to the contrary, Confidential Information shall not include, and this Agreement shall not apply to: (i) information that is already known to the Receiving Party at the time the information is transmitted, or becomes known through no wrongful act of the Receiving Party from a source other than the Disclosing Party; (ii) information that is explicitly approved for release by the Disclosing Party; or (iii) information that is known or available to the general public or which becomes known or available to the general public through no fault of the person or entity that disclosed the information to the general public.

2. Obligations of Confidentiality and Non-Disclosure

In consideration of the disclosure of Confidential Information by the other Party and the consideration by each Party of entering into a Potential Transaction with the other Party, each Party hereby agrees to hold all Confidential Information disclosed or made available to it in trust and confidence and to undertake the following additional obligations with respect thereto:

  1. To use such Confidential Information for the sole purpose of determining whether to enter into a Potential Transaction with the other Party;
  2. Not to modify or copy, in whole or in part, any such Confidential Information;
  3. Not to disclose any such Confidential Information to any third party and to use its best efforts to prevent inadvertent disclosure of such Confidential Information to any third party;
  4. To limit dissemination of such Confidential Information to only those members, managers, officers, directors, employees, agents, and representatives ("Representatives") of the Receiving Party who have a need to know such information and who agree to act in accordance with the terms of this Agreement;
  5. To return all such Confidential Information, including all copies and records thereof, to the Disclosing Party upon the earlier of (i) receipt of request therefor from the Disclosing Party; (ii) a decision by either Party not to enter into a Potential Transaction with the other Party; or (iii) the expiration, termination, or cancellation of this Agreement.

3. Acknowledgements

Each Party acknowledges that the Confidential Information of a Disclosing Party is proprietary to, and a valuable trade secret of, the Disclosing Party and that any unauthorized disclosure or use thereof will cause immediate and irreparable injury to the Disclosing Party for which there may be no adequate remedy at law. Accordingly, each Party agrees and acknowledges that in the event of a breach or threatened breach by the Receiving Party of the obligations set forth in this Agreement, the Disclosing Party shall be entitled to immediate injunctive relief in addition to any other legal remedies that may be available to it either in law or in equity. Each Party acknowledges and agrees that the covenants contained herein are necessary for the protection of legitimate business interests of the other Party and are reasonable in scope and content.

4. No Right to Confidential Information

This Agreement creates no obligation on either Party to disclose information to the other, and each Party shall retain the sole and unfettered discretion whether to disclose any Confidential Information to the other Party. Nothing in this Agreement shall constitute, or be deemed to constitute, the granting or conferring by the Disclosing Party of any rights by license or otherwise, express or implied, to any patent, trademark, copyright, trade secret, or other proprietary rights in Confidential Information disclosed to the Receiving Party.

5. No Representations and Warranties

Each Party hereby acknowledges and agrees that the Disclosing Party and its members, managers, officers, directors, employees, or representatives make no representations or warranties, whether express or implied, as to the accuracy or completeness of any of the Confidential Information, and each Party expressly disclaims any and all liability to the Receiving Party or any other person that may be based on or related to the use of Confidential Information by the Receiving Party or its members, managers, officers, directors, employees, or representatives or any errors or omissions therefrom.

6. Notification and Mitigation

Each Party shall promptly notify the other Party of any violation of Section 2 of this Agreement and shall immediately use its best efforts to prevent any further violation.

7. Term, Termination, and Survival

(a) Term. The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless terminated sooner in accordance with Paragraph 7(b).

(b) Termination. This Agreement may be terminated at any time by either Party by giving written notice of termination to the other Party.

(c) Survival. Notwithstanding anything in this Agreement to the contrary, the terms, restrictions, obligations, and acknowledgements set forth in Sections 1, 2, 3, 4, 5, and 6 of this Agreement shall, with respect to any Confidential Information disclosed hereunder, survive any expiration, termination or cancellation of this Agreement and shall continue to bind the Parties, their members, managers, officers, directors, employees, representatives, successors and/or assigns.

8. No Obligation to Enter Into Business Relationship

Nothing in this Agreement shall be deemed to require any Party hereto to enter into the Potential Transaction with the other Party. In the event either Party decides that it does not wish to enter into the Potential Transaction, it will promptly notify the other Party of that decision.

9. Independent Contractor Status; No Partnership or Agency Relationship

Each Party shall be deemed an independent contractor in undertaking the obligations set forth herein, and nothing in this Agreement shall constitute, create, or in any way be interpreted as, a joint venture, partnership, formal business organization, or agency relationship of any kind, and neither Party shall have the authority to bind the other Party.

10. Disclosure Required By Law

Notwithstanding anything in this Agreement to the contrary, if a Party is required by a subpoena, order of a court of competent jurisdiction or other governmental authority, or otherwise by law, to disclose the other Party's Confidential Information, the Party may disclose only that portion of the Confidential Information which, based on the advice of counsel, is legally required to be disclosed. Additionally, to the extent permitted by law, the Party under the obligation to disclose the other Party's Confidential Information shall give the other Party prompt written notice of the subpoena, court or other governmental order, or other legal obligation requiring disclosure so that the other Party may seek a protective order or other appropriate remedy.

11. Indemnification

Each Party agrees to indemnify, defend, and hold the other Party harmless from any and all loss, cost, liability, damage, or expense arising directly or indirectly from any breach by the indemnifying Party of its obligations under this Agreement.

12. Notices

Except as otherwise expressly set forth in this Agreement, any notice, demand or other communication that is required to be given under this Agreement shall be in writing and addressed to the other Party. Any such notice, demand, or other communication shall be delivered by hand, e-mail or facsimile, or by a reputable overnight delivery service, and shall be deemed effectively given on the date of delivery. A Party may change its notice contact information at any time by giving written notice to the other Party.

13. Integration and Amendments

This Agreement sets forth the entire agreement between the Parties, and supersedes any prior agreements, promises, conditions, or understandings between the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may only be amended or modified by a written instrument executed by an authorized representative of each Party.

14. No Waiver

The failure or delay by a Party in enforcing any provision of this Agreement or exercising any right under this Agreement shall not constitute a waiver of such provisions or the right of either Party to enforce each and every provision on any future occasion.

15. Severability

If any provision of this Agreement is held by operation of law or a court of competent jurisdiction to be contrary to law, invalid, or unenforceable, then such provision shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, such invalid or unenforceable provision shall be replaced by a provision that reflects as close as possible the Parties' intention or, if such replacement is not possible, the invalid or unenforceable provision shall be stricken from the Agreement. In either event, all remaining provisions of this Agreement shall remain in full force and effect.

16. Governing Law and Venue

This Agreement and the rights of the Parties hereunder shall be governed by the laws of the Commonwealth of Kentucky, including all matters of construction, validity and enforcement, without giving effect to any choice or conflict of law provisions or rules. The exclusive venue for any proceedings involving this Agreement is any appropriate state or federal court having jurisdiction over the subject matter in Kentucky. The Parties hereby consent to the jurisdiction of any court of the Commonwealth of Kentucky or the United States District Court for the Western District of Kentucky.

17. Binding Agreement; Assignments

This Agreement shall bind the Parties and attach to their respective members, managers, directors, officers, employees, agents, representatives, and successors. No Party may assign this Agreement without the prior written approval of the other Party.

Abundant Company, L.L.C. d/b/a Abundant Technology Group
Louisville, Kentucky