EXERCISE NO.

NON DISCLOSURE AGREEMENT

This Non-disclosure and confidentiality agreement (the “Agreement”) is made this October 13, 2021
(“Effective Date”)

BY AND BETWEEN:

Alpha Private Limited, a company incorporated under the laws of India, having its registered office at B6
lane, Indira Nagar, Lucknow UP (hereinafter referred to as the ‘First Party’ which expression shall unless
excluded by or repugnant to the subject or context be deemed to include its successors-in-interest and
permitted assigns) of the ONE PARTY.

AND

FIRO Finance Analyst Company, a company incorporated under the laws of India, having its registered
office at 29 street, towers Lane Noida UP (hereinafter referred to as the ‘Second Party’ which expression
shall unless excluded by or repugnant to the subject or context be deemed to include its successors-in-
interest and permitted assigns) of the OTHER PARTY

(The first part and the second party shall hereinafter individually refer to as ‘Party’ and collectively as
‘Parties’. The party disclosing the confidential information shall be known as the Disclosing Party and the
Party receiving the confidential information shall be known as the Receiving Party.)

WHEREAS both the parties herein wish to pursue discussions with each other for the purpose of entering
onto potential business arrangement in relation to Finance details of Alpha Private Limited.

AND WHEREAS the parties contemplate that with respect to the proposed agreement, the Disclosing Party
may exchange certain information, material and documents reacting to each other’s business, assets,
financial condition, operations, plans and/or prospects of their business (hereinafter referred to as
“Confidential Information”), that each party regards as proprietary and confidential: and

Each party is required to execute a non-disclosure agreement to protect the information of other party.
Accordingly, the parties wish to enter into this non-disclosure Agreement whereby each party agrees to treat
as confidential, all the confidential information provided by the other party/acquired from the other, on the
terms and condition mentioned hereunder.
NOW THEREFORE THE PARTIES HEREBY AGREES AS FOLLOWS:

CLAUSE 1: DEFINITION

“Confidential Information” for the purpose of this Non-Disclosure Agreement shall mean all the information
and documents disclosed or submitted, orally, in writing, or by any other media, by the Disclosing Party,
either directly or indirectly, to the Receiving Party or any its affiliated corporations or any of its authorized
employees, officers or directors and such information and documents includes without limitation:

a) The terms of any agreement between the Disclosing Party and the Receiving Party;
b) The fact that discussions are taking place between the parties;
c) All the business information, whether oral or written, including without limitation:

- Financial plans and records, ideas, business plans and strategies, founders, employees, business channel
data, material;

- Financial information, services, customers, negotiations, discussions, manufacturing technique, and the
like;

- Information which is generated by the Receiving Party in connection with the purpose for which the
confidential information is received under this agreement or otherwise.

Without limiting above, Confidential Information shall also include information that the Receiving Party
knows or reasonably should know under the circumstances surrounding its disclosure, is confidential to the
Disclosing Party.

CLAUSE 2: DUTY AS CONFIDENTIALITY

The Receiving Party acknowledges and agrees that the Confidential Information has been developed or
obtained by the Disclosing Party by the investment of a significant amount of time, effort and expense and
the Confidential Information is a valuable, special and unique asset of the disclosing Party and need to be
protected from improper disclosure.

The second Party will use Confidential Information of the First Party solely for the purpose as specified
below:

 To improve the financial condition of the Disclosing Party’s Company.

And shall keep it secure and confidential, and will not, disclose any of the First Party’s Confidential
Information in any matter whatsoever.
The First Party will use Confidential Information of the Second Party solely for the purpose as specified
below:

 To improve its own company’s financial situation.

And shall keep it secure and confidential, and will not, disclose any of the First Party’s Confidential
Information in any matter whatsoever.

In consideration of the opportunity granted to the Receiving Party to enter into the proposed transaction with
the Disclosing Party, the Receiving Party hereby agrees as follows:

a) To hold the Confidential Information in confidence and to take reasonable precautions to protect
such Confidential Information (including, without limitation, all precautions the Receiving Party
employs unless prior written consent is obtained from the Disclosing Party;
b) Not to divulge any such Confidential Information or any information derived therefrom to any third
person unless prior written consent is obtained from the Disclosing Party;
c) Not to use the Confidential Information, at any time, directly or indirectly, to procure a commercial
advantage over, or do anything in any manner whatsoever, which is detrimental to the business or
activities of the Disclosing Party, any of its affiliated companies or any its directors and employees;
d) Not to copy any such Confidential Information;
e) Not to use whether directly or indirectly or to turn to its advantage in any way or profit form the use
of the Confidential Information or any time; and
f) To use the Confidential Information only for the purpose as specified above and in accordance with
the terms of this Agreement.

CLAUSE 3: EFFECTIVE DATE

The obligations of the Receiving Party in respect of confidentiality as provided above shall commence from
the Effective Date and the Receiving Party shall solely be responsible for compliance by such
representatives with the foregoing obligations of confidentiality.

CLAUSE 4: EXCEPTIONS

Confidential Information shall not include information that is (i) publicly available, (ii) already in the
Receiving Party to its Representative’s possession at the time of disclosure by the Disclosing Party, (iii)
available to the Receiving Party or its Representatives, to the Receiving Party’s Knowledge, on a non-
confidential basis, or (iv) independently developed by the Receiving Party or any of its Representative.
The Receiving Party may make disclosures required by law or court order provided the Receiving Party: a)
uses diligent reasonable efforts to limit disclosure and to obtain confidential treatment or projective order; b)
gives immediate written notice to the disclosing party regarding such requirement and allows the Disclosing
Party to participate in the proceedings.

CLAUSE 5: DURATION

The obligation under this Agreement shall subsist throughout the term of this Agreement and shall thereafter
continue for a period of 3 years after the expiry of or earlier termination of this Agreement.

CLAUSE 6: REMEDIES

The Receiving Party acknowledges and agrees that due to the unique nature of the confidential information,
there can be no adequate remedy at law for any breach of its obligations hereunder, which breach may result
in irreparable harm to the Disclosing Party and therefore, that upon any such breach or any threat thereof,
the Disclosing Party shall be entitled to appropriate equitable relief including injunctive relief in addition to
whatever remedies it might have at law. Receiving Party shall notify Disclosing Party immediately upon
discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this
Agreement by Receiving Party, and will cooperate with Disclosing Party in every reasonable way to help
disclosing Party regain possession of the Confidential Information and prevent its further unauthorized use.

CLAUSE 7: WARRANTIES

The Disclosing Party represents and warrants, that the information provides to the Receiving Party is true
and correct to the best of the knowledge of the Disclosing Party.

CLAUSE 8: INDEMNITY

Each party (“Indemnifying Party”) hereby agrees to indemnify and hold the other party harmless from all
damages, costs, attorney’s fees or other losses arising out of or relating to the breach of this Non-Disclosure
Agreement by the Indemnifying Party.

CLAUSE 9: SEVERABILITY

If any provision of this Non-Disclosure Agreement shall for any reason be held to be invalid, illegal, or
unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other
provision thereof, and this Non-Disclosure Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this
Non-Disclosure Agreement shall be replaced with a provision that is valid and enforceable and most nearly
gives effect to the original intent of the invalid/unenforceable provision.

CLAUSE 10: ENTIRE AGREEMENT

This Non-Disclosure Agreement along with the following document; ‘Alpha and FIRO’, dated 13 th October,
2021, between the Parties constitutes the entire agreement and understanding of the Parties with respect to
the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreement,
understanding duties or obligations between the Parties with respect to the subject matter hereof.

CLAUSE 11: DISPUTE RESOLUTION

Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties
hereto failing which the following shall apply:

The courts in Lucknow shall have exclusive jurisdiction over any disputes, difference or claims arising out
of this Agreement.

If either Party employs attorney’s to enforce any rights arising out of relating to this agreement. The
prevailing Party shall be entitled to recover reasonable costs and attorney’s fees.

CLAUSE 12: INDEPENDENT PARTIES

Nothing contained or implied in this letter creates a joint venture or partnership between the parties or makes
one party the agent or legal representative of the other party for any purpose.

CLAUSE 13: EXCLUSIVITY

For a period of 3 years, the parties shall not enter into discussions with third parties for transactions which
are similar to the Proposed Transaction.

CLAUSE 14: ASSINGMENT

Both Parties shall be permitted to assign this agreement.

A party shall not make any news release, public announcements, give interviews, issue or publish
advertisements or publicize in any other manner whatsoever in connection with this Agreement, the
contents/provisions thereof, other information relating to this Agreement the Confidential Information or
other matter of this Agreement, without the prior written approval of the other party.

CLAUSE 16: NOTICES

Except as otherwise specified in this Non-Disclosure Agreement, all notices, requests, consents, approval,
agreements, authorizations, acknowledgements, waivers and other communications required or permitted
under this Non-Disclosure Agreement shall be writing and shall be deemed given when sent to the address
specified below:

In the case of First Party:

Address: B6 Lane Indira Nagar, Lucknow UP

The second Party

Address: 29 street, towers Lane Noida UP

Either party may change its address for notification purposes by giving the other party 10 (ten) days-notice
of the new address and the date upon which it will become effective.

CLAUSE 17: TERMINATION

This Agreement shall be terminated only by mutual agreement of the Parties. Termination of this Agreement
will not prejudice any rights of the parties or terminate any obligations of confidentiality in respect of the
Confidential Information existing prior to termination. Provided, further that the obligations of the
Receiving Party under this Agreement shall always remain in effect for a period of 1 year from the expiry or
termination of this agreement.

CLAUSE 18: GOVERNING LAW

This Agreement and all issues arising out of the same shall be constructed in accordance with the laws of
India.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement.

_____________

Alpha Private Limited

By: Haya Fatima

CEO

______________

FIRO Finance Analyst Company

By: Viniti Lawrence

CFO