Non-Disclosure Agreement

This Non-Disclosure Agreement ("Agreement") is made and effective as of [Effective date],

BETWEEN: LSP Growth Srl, a company organized and existing under the laws of Italy with registered address located at Via Matteotti 249, 40014 Crevalcore (BO), Italy, VAT ID IT04252221207, hereby represented by the legal representative Mr. Roberto Ganzerli (hereinafter “Advisor”).

AND: [Company name], a company organized and existing under the laws of [Country of incorporation] with registered address located at [Address], [City], [Country], with VAT ID [VAT ID], hereby represented by the legal representative [Legal representative] (hereinafter "the Company").

WHEREAS, the Company has or may have developed or owns intellectual property (including, but not limited to, software, databases, data and systems), financial, technical, operational, marketing, administrative and/or business information, process and procedures that it deems confidential and/or proprietary, the unauthorized usage or disclosure of which could be detrimental to its business interests; and

WHEREAS, the Advisor agrees to receive such confidential information solely for the purpose of evaluating the potential M&A transaction and to maintain its confidentiality in accordance with the terms of this Agreement.

WHEREAS, Advisor and Company wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated.

NOW, THEREFORE, both parties agree as follows:

PROPRIETARY INFORMATION

As used herein, Proprietary Information means intellectual property (including trade secrets, software and source code), all business information of any kind or data existing and/or communicated in any form, including, but not limited to, oral, written, graphic, electronic, or electromagnetic forms.

The Advisor will treat Proprietary Information disclosed by the Company as confidential and will safeguard it in the same manner that the Advisor treats its own Proprietary Information of like kind but will use no less than a reasonable degree of care. The Advisor will only use such Proprietary Information solely in connection with the purposes for which it was disclosed hereunder, and will not disclose, distribute, or disseminate Proprietary Information in any way, to anyone except as provided in this Agreement.

NON-DISCLOSURE

Except as specifically provided in this Agreement, neither party shall disclose the existence or the nature of the discussions between the parties relating to any Proprietary Information or relating to the Company’s interest or involvement in discussions relating to any transaction without the prior written authorization of the other party.

The Advisor shall not disclose any Proprietary information to third parties without the prior written authorization of the Company. Notwithstanding the foregoing, the Advisor shall not at any time disclose to any third party any Proprietary information comprising a trade secret of the Company. However, following notice to the Company of any judicial or other governmental order prior to such disclosure, the Advisor may disclose Proprietary Information in accordance with judicial or other governmental orders, provided Advisor shall comply with any applicable protective order or equivalent.

The Advisor shall not use any Proprietary Information of the Company for any purposes except those expressly contemplated hereby or as authorized by the Company.

Advisor may disclose Proprietary Information only to Advisor’s employees or collaborators on a need-to-know basis. The Advisor shall instruct all employees or collaborators given access to the information to maintain confidentiality and to refrain from making unauthorized copies. All employees or collaborators who have access to Proprietary Information have signed a Non-Disclosure Agreement substantially similar to this Agreement.

COPIES

Any copies or reproductions of the Proprietary Information shall bear the copyright or proprietary notices contained in the original.

TERMINATION

The Advisor shall, upon completion of the tasks assigned to the Advisor, upon termination of the Advisor's engagement with respect to the assignment, or at the Company’s request, return or destroy any and all Proprietary Information (including any copies or reproductions thereof in its possession or control), except for one copy that may be retained by the Advisor’s legal department for the sole purpose of responding to any claims hereunder. The obligations to protect the confidentiality of Proprietary Information shall survive for a period of three (3) years following the termination or expiration of this Agreement, except for trade secrets, which shall remain protected indefinitely as long as they retain their status as trade secrets under applicable law.

UNAUTHORIZED USE

The Advisor shall promptly advise the Company in writing if they learn of any unauthorized use or disclosure of Proprietary Information by any Advisor Personnel or former Advisor Personnel.

WORK PRODUCT

The Advisor shall have no proprietary interest in the work product developed by the Advisor during the course of its Assignment and expressly assigns all rights to copyrights, patents, trade secrets or other proprietary rights to the Company.

All Proprietary Information is and shall remain the sole and exclusive property of the Company. By disclosing information to the Advisor, the Company does not grant any express or implied right to the Advisor to or under the Company patents, copyrights, trademarks, or trade secret information.

INJUNCTIVE RELIEF

The Advisor acknowledges that the use or disclosure of the Proprietary Information in a manner inconsistent with this Agreement will cause an irreparable damage to the Company, and that the Company shall have the right to equitable and injunctive relief to prevent breach or to halt a further or continuing breach.

COMPLIANCE WITH LAW

Governing law. This agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this agreement, shall be governed by and construed in accordance with the Italian law.

This Agreement and all obligations and rights arising hereunder shall be binding upon and inure to the benefit of the parties hereto and its provisions may be modified, amended or waived only by written agreement of the parties.

Both parties acknowledge that they have read this Agreement, understand it and agree to be bound by its terms and further agree that this Agreement is the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the parties relating to the subject matter of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.