AUSTRAC-Registered Digital Currency Exchange for Sale — Australia

Mutual Non-Disclosure and Non-Circumvention Agreement

This NDA is signed electronically when the Recipient ticks the NDA box and submits the form. It is effective from that moment.

1. Definitions. “Business” means the company advertised for sale on the listing page where this form is submitted. “Seller” means the owner of the Business. “Recipient”, “You” or “Buyer” means the person or company named in the form who is interested in acquiring the Business. “Marketplace” means the website and its operator through which the Business is offered, and its transaction partners. “Personnel” means a party’s employees, officers, agents, advisers and contractors.

2. Purpose. You wish to evaluate the Business and discuss its possible acquisition (the “Purpose”). The Seller, directly or through the Marketplace, will disclose Confidential Information to You for the Purpose only.

3. Confidential Information. Any non-public information provided for the Purpose, including the company name, registration and licence details, owners, finances, documents and deal terms. It excludes information You already knew, that is or becomes public other than through a breach of this Agreement, or that You receive lawfully from a third party.

4. Your obligations. You will keep Confidential Information confidential, use it only for the Purpose, and share it only with Personnel and advisers who need it for the Purpose and are bound by equivalent confidentiality. You are responsible for their compliance. If You become aware of a breach, You will notify the Marketplace promptly and take reasonable steps to stop it.

5. Non-circumvention. For 24 months from signing, You will not, directly or indirectly, contact, negotiate with or acquire from the Seller, its owners, directors or service providers the Business or any other company introduced to You through the Marketplace, except through the Marketplace or with its written consent.

6. Mutual confidentiality. The Marketplace will keep Your identity and the information You provide confidential, and will share it with the Seller only with Your consent, or where required by law, a regulator or anti-money-laundering rules.

7. Permitted disclosure. You may disclose Confidential Information where required by law, a court, a regulator or the rules of a securities exchange, after notifying the Marketplace where lawful.

8. Return or destruction. On request, You will promptly return or destroy all material containing Confidential Information, except copies You must keep by law.

9. No obligation, no fee. This Agreement does not oblige either party to complete a transaction and creates no fee, deposit or other payment obligation.

10. Remedies. A breach may cause harm for which damages are not an adequate remedy; the injured party may seek injunctive relief in addition to other remedies.

11. Term. This Agreement lasts 24 months from signing. Obligations meant to survive, including clause 5, continue for their stated period.

12. General. This Agreement is governed by the laws of Ireland, and the Irish courts have non-exclusive jurisdiction. It is the entire agreement on its subject matter. You may not assign it without written consent.

Record kept: name, company, email, phone, date and time (UTC), IP address and listing ID.