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NDA & CONFIDENTIALITY AGREEMENT

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This Nondisclosure and Confidentiality Agreement (the "Agreement") outlines the obligations regarding confidential information in connection with your evaluation of a potential transaction (the "Transaction") with the company and its subsidiaries, collectively referred to as "Company" (the "Company"). Ring Master GovCon M&A has been retained by the Company to act as its exclusive advisor and is authorized to share confidential information. The Company is a third-party beneficiary of this Agreement and may enforce its provisions.

1. Confidentiality Obligations:

You, on behalf of yourself and your affiliates, agree that all information, documents, analyses, compilations, and other materials provided by the Company or its representatives ("Evaluation Material") must be kept confidential. You will not disclose any Evaluation Material except to those representatives who need access for the purposes of evaluating the Transaction, provided that they are bound by confidentiality obligations. This obligation applies to all Evaluation Material, regardless of whether the information is in written, oral, or electronic form.

The following information will not be considered confidential under this Agreement:

Information in your possession before disclosure, not bound by any confidentiality obligation;
Information available to the public, provided the disclosure was not a breach of this Agreement;
Information obtained from a third party without breach of confidentiality obligations;
Information independently developed by you without reliance on the Company’s materials.

2. Usage and Representatives:

Evaluation Material may only be used for the purpose of evaluating or negotiating the Transaction. You may share such information only with your representatives who need to know it to assist in evaluating the Transaction, provided they are informed of their obligations under this Agreement and are similarly bound. You will be responsible for any breach of this Agreement by your representatives. You agree to exercise at least the same degree of care to protect the confidentiality of the Evaluation Material as you would use to protect your own confidential information, but in no case less than a reasonable standard of care.

3. Discussion Restrictions:

You agree not to disclose, without the Company’s prior written consent:

The fact that Evaluation Material has been made available or reviewed;
The fact that discussions or negotiations concerning a Transaction are taking place;
The terms or status of any such discussions or negotiations.

4. Legal Disclosures:

If you or any of your representatives are required by law or a regulatory authority to disclose any Evaluation Material, you must promptly notify the Company in writing, providing sufficient time for the Company to seek a protective order or other legal remedy. You will cooperate with the Company in seeking such protection, at the Company’s expense. If a protective order is not obtained, you are permitted to disclose only the minimum information required by law, and you will use your best efforts to ensure that the disclosed information is treated confidentially. Notwithstanding this, you may disclose information to regulatory authorities during routine examinations without prior notice, provided such information does not specifically refer to the Company or the Transaction.

5. Non-Solicitation of Employees:

For a period of three (3) years from the date of this Agreement, you agree not to, directly or indirectly, solicit for employment or hire any current employee of the Company, except if such an individual contacts you on their own initiative or responds to a general public solicitation, such as an advertisement, without being directly solicited by you.

6. Return or Destruction of Materials:

Upon written request from the Company, you must, within seven (7) calendar days, either return or destroy all Evaluation Material. You may retain one (1) copy if required by legal obligations or bona fide document retention policies, but that copy remains subject to the confidentiality obligations hereunder. Electronically stored Evaluation Material in routine back-up systems need not be erased but will also remain subject to this Agreement.

7. No Warranties:

The Company makes no representations or warranties regarding the accuracy or completeness of the Evaluation Material. You acknowledge that any estimates or projections are not guarantees of future results. Only representations or warranties made in a signed definitive agreement will have any binding effect.

8. No Obligation to Complete Transaction:

This Agreement does not obligate either party to proceed with the Transaction. The Company reserves the right to terminate discussions or negotiations at any time and may negotiate with other parties without notice to you. You have no claim against the Company or its representatives except for breaches of this Agreement.

9. Intellectual Property:

No intellectual property rights, including patents, trademarks, copyrights, or other proprietary rights, are transferred or licensed under this Agreement.

10. Enforcement and Remedies:

Any breach of this Agreement would cause irreparable harm to the Company. The Company may seek injunctive relief or specific performance, in addition to any other remedies available at law or equity. You waive any requirement for the Company to post a bond in connection with seeking equitable relief.

11. Survival of Obligations:

Your confidentiality obligations will remain in effect for a period of three (3) years from the date of this Agreement. Any trade secrets disclosed will be kept confidential for as long as they remain trade secrets under applicable law.

12. Communications:

All inquiries or discussions related to the Transaction must be directed to representatives designated by Ring Master GovCon M&A. You agree not to directly or indirectly contact any employee, agent, or customer of the Company without prior written consent.

13. Miscellaneous:

This Agreement is governed by the laws of Delaware, without reference to conflicts of law principles. Any amendments must be made in writing and signed by both parties. If any provision is deemed invalid by a court, the remaining provisions shall continue in effect. The Company is a third-party beneficiary of this Agreement and may enforce its terms.

Legal Consent*

I agree to the terms and conditions.

Consumer Disclosure Regarding Conducting Business Electronically, Signing Documents Electronically, and Receiving Electronic Notices and Disclosures

Please read the information below, carefully, as it concerns your rights. eSignatures are an efficient way to execute an agreement with the same legal force and effect of a handwritten or “wet ink” signature. By signing this document you are agreeing that you have reviewed this Consumer Disclosure and consent and intend to transact business electronically; to use electronic signatures instead of wet ink signatures and paper documents, and to receive notices and disclosures electronically.

You are not required to sign documents electronically or to receive notices and disclosures electronically. If you prefer not to transact business electronically, you may request paper copies from the “sending party” and withdraw your consent at any time, as described below.

Scope of Consent
By utilizing this Service, you agree to receive electronic signature documents with all related and identified documents, notices, and disclosures provided during your relationship with the “sending party.” You may withdraw your consent, at any time, by following the procedures outlined below.

Paper Copies
You are not required to sign documents electronically, or receive notices or disclosures electronically, and may request paper copies of documents or disclosures, if you prefer. You also have the ability to download and print any signed or unsigned documents sent to you through the electronic signature service. We may also email you a copy of all documents you sign using the electronic signature service. If you wish to receive paper copies instead of electronic documents you may close this web browser and request paper copies from the “sending party” by following the procedures outlined below. The “sending party” may apply a charge for additional expenses incurred by printing and mailing paper copies.

Withdrawal of Consent
You may withdraw your consent to receive electronic documents, notices or disclosures at any time. In order to withdraw consent you must notify the “sending party” that you wish to withdraw your consent to transact business electronically and to provide your future documents, notices, and disclosures in paper format. If at any time, after withdrawing your consent you choose to use our electronic signature system your use of this Service will, once again, evidence your consent to receive documents, notices, and disclosures, electronically. You may withdraw your consent to receive electronic notices and disclosures or execute an electronic signature by following the procedures described below.

Withdrawing your consent, requesting a paper copy, or updating your contact information
You always have the ability to download and print any documents sent to you through our electronic signature system. To withdraw your consent to conduct business electronically, sign documents electronically, and receive documents, notices, or disclosures electronically, please contact the “sending party” directly; by telephone, by email (sent to the “sending party” with any of the topics outlined below stated in the subject line of your email) or by postal mail to their mailing address specified to receive such notices.

“Withdrawal of Consent To Transact Business Electronically” To allow the “sending party” to identify and facilitate your withdrawal of consent to transact business electronically, please provide your name, email address, the date on which you are withdrawing your consent, your telephone number and mailing address.

“Requesting A Paper Copy” To allow the “sending party” to identify you to provide a paper copy of the document requiring your signature, the notice, or disclosure, please provide the sending party with your name, email address, mailing address, telephone number, and name of the document of which you are requesting a paper copy .

“Update Your Contact Information” To allow the “sending party” to identify you in order to update your contact information, please provide them with your name, email address, mailing address, and telephone number.

The “sending party” will inform you of any fees related to costs for printing and mailing paper copies or your withdrawal consent to transact business electronically.

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