Non-Disclosure Agreement.

Non-Disclosure and Non-Circumvention Agreement

This Non-Disclosure and Non-Circumvention Agreement (this “Agreement”) is entered into as of the date signed below (the “Effective Date”) between Axel Ventures Capital LLC, a New York limited liability company, together with its affiliates, including DKNB1611 LLC, Axel Ventures Fund LLC and each series of Axel Ventures Fund LLC (collectively, “Axel Ventures”), and the person signing below (“Recipient”). Recipient signs on Recipient’s own behalf and on behalf of any trust, company or other entity through which Recipient evaluates or makes investments with Axel Ventures, represents that Recipient has authority to bind each of them, and each of them is bound by this Agreement as Recipient is.

Axel Ventures shares information with Recipient so that Recipient can evaluate, make, monitor and hold investments in vehicles sponsored or managed by Axel Ventures, including opportunities that Axel Ventures presents after the Effective Date (the “Purpose”). That information may concern Axel Ventures itself and the companies Axel Ventures has invested in or is considering investing in (each, a “Portfolio Company”). This is a single agreement that covers every opportunity: Recipient does not need to sign a new agreement for each one. In consideration of receiving that information, Recipient agrees as follows.

“Confidential Information” means all non-public information that Axel Ventures, or anyone acting on its behalf, discloses to Recipient before, on or after the Effective Date, in any form or medium, including through a data room, a website login, email, calls, meetings or messages, whether or not it is marked confidential. It includes pitch decks, investment memoranda, financial information, investment terms, updates about Portfolio Companies after an investment is made, and information about any Portfolio Company, its business, its founders and its investors, as well as all notes, analyses, summaries and other materials prepared by or for Recipient that contain or reflect any of it.

Recipient will (a) use Confidential Information only for the Purpose; (b) keep Confidential Information strictly confidential and protect it with at least a reasonable degree of care; and (c) not disclose Confidential Information to anyone other than Recipient’s attorneys, accountants and financial advisers who need to know it for the Purpose and are bound by duties of confidentiality at least as protective as this Agreement. Recipient is responsible for any breach of this Agreement by those persons. Recipient will not copy, download, forward or share access to materials in any data room except as that data room permits, and will not disclose that Axel Ventures is evaluating or investing in any particular Portfolio Company.

Confidential Information does not include information that Recipient can show (a) is or becomes publicly available through no act or omission of Recipient or its advisers; (b) was lawfully known to Recipient, without any duty of confidentiality, before Axel Ventures disclosed it; (c) is lawfully received by Recipient from a third party that has the right to disclose it without restriction; or (d) is independently developed by Recipient without use of or reference to Confidential Information.

If Recipient is required by law, regulation, subpoena or court order to disclose Confidential Information, Recipient will, where legally permitted, give Axel Ventures prompt written notice so that Axel Ventures or the relevant Portfolio Company may seek a protective order or other remedy, will reasonably cooperate in those efforts, and will disclose only the portion of the Confidential Information that it is legally required to disclose.

For twelve (12) months after the date Axel Ventures first discloses Confidential Information about a Portfolio Company to Recipient, Recipient will not, without Axel Ventures’ prior written consent, (a) contact that Portfolio Company, or any of its founders, officers or employees, regarding the Confidential Information, the Portfolio Company’s financing or any potential investment in the Portfolio Company; or (b) invest in, or seek to invest in, that Portfolio Company other than through a vehicle sponsored or managed by Axel Ventures. This Section does not restrict (i) Recipient’s dealings with a Portfolio Company that Recipient can reasonably demonstrate began before Axel Ventures first disclosed information about that Portfolio Company to Recipient; (ii) any approach that a Portfolio Company makes to Recipient on its own initiative and that Recipient did not solicit, directly or indirectly, using Confidential Information; or (iii) Recipient’s participation in any offering that a Portfolio Company makes available to the public, such as a registered or crowdfunding offering.

At any time upon Axel Ventures’ written request, Recipient will promptly return or destroy all Confidential Information in its possession or control and, if asked, confirm in writing that it has done so. Recipient may keep copies that it is required by law to keep or that are stored in routine electronic backups, provided that those copies remain subject to this Agreement.

The Confidential Information is not an offer to sell, or a solicitation of an offer to buy, any security. Any offer will be made only through definitive offering documents and only to investors who meet the eligibility requirements stated in those documents. Neither party is obligated to enter into any investment or other transaction, and Axel Ventures may decide in its sole discretion what information to share and whether to proceed with Recipient.

Axel Ventures will not publicly identify Recipient as a prospective investor in any vehicle sponsored or managed by Axel Ventures without Recipient’s consent.

Confidential Information remains the property of Axel Ventures or the relevant Portfolio Company. Nothing in this Agreement grants Recipient any license or other right in or to any Confidential Information.

Confidential Information is provided “as is.” Neither Axel Ventures nor any Portfolio Company makes any representation or warranty as to the accuracy or completeness of the Confidential Information, and neither will have any liability to Recipient arising from its use. Only the representations and warranties, if any, contained in definitive offering documents will have any legal effect.

This Agreement applies to Confidential Information disclosed at any time until either party ends it by written notice to the other. Recipient’s obligations for each item of Confidential Information continue for three (3) years after the date it was disclosed, whether or not this Agreement has ended, and for any Confidential Information that is a trade secret under applicable law, for as long as it remains a trade secret. Section 5 applies for the period stated in it, which also survives the end of this Agreement.

Recipient acknowledges that a breach of this Agreement may cause irreparable harm to Axel Ventures and the relevant Portfolio Company for which monetary damages would not be an adequate remedy. Axel Ventures will be entitled to seek injunctive or other equitable relief to prevent or stop any breach, without the need to post a bond, in addition to any other remedies available at law or in equity. Each Portfolio Company is an intended third-party beneficiary of this Agreement and may enforce it with respect to its own Confidential Information.

Notices to Axel Ventures under this Agreement must be sent by email to investors@axel-ventures.com. Notices to Recipient may be sent to the email address Recipient provides below.

This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws principles. The state and federal courts located in New York County, New York will have exclusive jurisdiction over any dispute arising out of this Agreement, and each party consents to that jurisdiction. This Agreement is the entire agreement between the parties about its subject matter and supersedes all prior understandings about it, except that any earlier non-disclosure agreement between Recipient and Axel Ventures continues to apply to information disclosed while it was in effect. It may be amended or waived only in a writing signed by both parties. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. Recipient may not assign this Agreement without Axel Ventures’ prior written consent, and Axel Ventures may assign it to any affiliate or successor. This Agreement may be signed electronically, and electronic signatures and records have the same effect as originals under the federal ESIGN Act and applicable state law.

Recipient accepts this Agreement by signing below. Axel Ventures agrees to be bound by this Agreement when it receives Recipient’s signed Agreement.