Non-Disclosure Agreement

An agreement entered into on April 17th, 2024.

Between

Coineqt Group Limited, a limited liability company established under the Laws of Malta with
registration number C 86650 and its registered address at Sir Augustus Bartolo Street, Ta Xbiex
XBX 1093, (hereinafter referred to as the ‘First Party’);

And

Franco Alan Regine holder of Argentin ID card number 40.634.768 hereinafter referred to as the
‘Second Party’;

Collectively referred to as ‘the Parties’ and each the ‘Party’;

Now, therefore, the Parties agree to be bound by the following terms and conditions:

1. The following expressions shall have the following meanings:

1.1 Confidential Information shall mean:

(a) in respect of Information provided by either Party in documentary form or

by way of a model or in other tangible form, Information which at the time
of provision is marked or otherwise designated to show expressly or by
necessary implication that it is imparted in confidence;
(b) in respect of Information that is imparted orally, any Information that
either Party or its employees or representatives informed the other Party
or its employees or representatives at the time of disclosure was imparted
in confidence;
(c) in respect of Confidential Information imparted orally, any note or record
of the disclosure;
(d) any copy of any of the foregoing; and
(e) the fact that discussions are taking place between the First Party and the
Second Party.

1.2 Information means information provided directly or indirectly by either Party to the
Other Party in oral or documentary form or by way of models, documentation or other
tangible form or by demonstrations and whether before, on or after the date of this
Agreement, and shall include but not be limited to scientific, technical, commercial and
financial information and any other information relating to the Parties’ operations,

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 processes, plans or intentions, know-how, design rights, database rights, trade secrets,
market opportunities and business affairs relating to the Clients of the Parties.

1.4 Intellectual Property of any form, including but not limited to written, oral, electric,
digital or otherwise, means all forms of legally recognized intellectual property that shall
include but shall not be limited to the following:

(a) Trade secrets, industrial or commercial process, know-how, knowledge,

inventions, discoveries, techniques, processes, methods, formulae, ideas,
technical data and specifications, testing methods, research and
development activities, research tools (including but not limited to
questionnaires) future products, contracts, product plans, sales and
marketing plans, business plans;

(b) All information not generally known to the public, regarding the Parties, and
their businesses, regardless of whether such information is in written, oral,
electronic, digital or other form and regardless of whether such information
originates from the Parties or any of their agents, if any;

(c) All Patents and Designs registered or registrable under the Patents and
Designs Act 2000 (Chapter 417 of the Laws of Malta);

(d) All copyright, neighbouring rights, and sui generis rights conceived or
developed and protected under the Copyright Act 2000 (Chapter 415 of the
Laws of Malta);

(e) All Intellectual Property Rights registered or registrable under the

Intellectual Property Rights (Cross-Border Measures) Act (Chapter 414 of the
Laws of Malta);

(f) Trade secrets and trademarks registered or registrable under the Trademarks
Act 2000 (Chapter 416 of the Laws of Malta);

(g) And means and includes any new forms of intellectual property that may be
added to the above categories during the time this Agreement is in effect;
but does not include any moral right.

1.5 Intellectual Property Dispute shall mean any and all controversies, disputes or claims
arising out of, in connection with, or in relation to the interpretation, performance,
non-performance, validity or breach of this Agreement or otherwise arising out of, or in

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 any way related to this Agreement or the Intellectual Property, including, without
limitation, any and all claims whether arising in contract or otherwise.

1.6 Moral Right has the meaning ascribed to it in the Copyright Act 2000 (Chapter 415 of
the Laws of Malta).

1.7 Permitted Purpose shall mean that the Confidential Information may only be used by
either Party for the purpose of considering whether to enter into a further agreement
with, or providing services to, the other Party relating to the collaboration between the
Parties subject to this Agreement.

1.8 Third Party means any natural or legal person other than the Parties and any persons
who are not deemed to be employees and directors of either of the Parties.

1.9 The headings contained in this Agreement are for reference purposes only and shall not
affect the meaning or interpretation of this Agreement.

2. Access Rights and Confidentiality

2.1 The Parties undertake to:
(a) receive and keep the Confidential Information secret and confidential and not
disclose such Confidential Information to any third party;
(b) take all necessary precautions to ensure that such undertaking is enforced and is
enforceable and take such action as to ensure that patentability is not destroyed
through making information available to the public, for instance by written or oral
description;
(c) use the Confidential Information only for the Permitted Purpose;
(d) only disclose the Confidential Information under binding obligations of confidence
on terms no less onerous than those provided for herein to those of their respective
subsidiaries and employees as need to have access thereto wholly necessarily and
exclusively for the Permitted Purpose whose identity shall be provided by the
disclosing Party to the other Party upon request;
(e) (without limiting the scope of paragraph (c) above) not, prior to obtaining written
consent, disclose any know-how or other Confidential Information which is disclosed
under or pursuant to this Agreement or make any use of or make any gain from the
Confidential Information or seek to obtain any protection of the intellectual property
contained in the Confidential Information;
(f) not circumvent each other in any way and either party shall refrain from
approaching any prospects, contacts, clients, leads or business opportunities
presented as a result of the information disclosed, and

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(f) promptly notify the other Party if it becomes aware that any of the Confidential
Information falls within the provisions of Article 2.2 hereof.

2.2 Limitation of the obligations of the Parties

Article 2.1 hereof shall not apply to Confidential Information which:
(a) was known to the respective Parties prior to communication by or through the other
Party; or
(b) is or becomes in the public domain except by any default or fault of either Party or
any person acquiring it from that Party; or
(c) becomes known to either Party by the action of another person not in breach of any
obligation of confidentiality owed to either Party subject to the terms under which it
is disclosed; or
(d) can be proved to have been developed by any of either Party’s employees who have
not had any direct or indirect access to, or use or knowledge of, the information
imparted by the Parties; or
(e) Is required to be disclosed by the receiving Party to a governmental entity, or under
the order of a court of competent jurisdiction.

2.3 Return of Confidential Information

(a) Upon termination of this Agreement, in the event of breach by any Party to this
agreement, of any of the conditions of this Agreement, and at any other time upon
the written request, the Party in breach will immediately return to the other Party
the Confidential Information and any copies, transcripts or notes thereof made by or
in the possession of or under the control of the Party in breach pursuant to this
Agreement, and make no further use or disclosure of any of the Confidential
Information and the Confidential Information shall be destroyed under the above
circumstances.

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2.4 Limitation of transferred rights
The Parties acknowledge and agree that the property and copyright in Confidential
Information disclosed by one Party to the other in fulfilment of the rights and obligations
of the Parties in terms of this agreement, including any documents, files and any other
items containing any Confidential Information, belong to and shall remain the exclusive
property of the Party that discloses the Confidential Information.
This Agreement shall neither prejudice nor limit the rights of the Parties in respect of any
intellectual property rights in the Confidential Information.
Except as provided for herein, the Parties may not assign or transfer any rights or
obligations hereunder without the prior written consent.
This Agreement shall not be construed:
(a) to grant the other Party any licence or rights other than as expressly set out
herein in respect of the Confidential Information, nor
(b) n/a

3. Ownership
3.1 The Parties hereby acknowledge that any Intellectual Property of a Party pre-dating this
Agreement shall remain the exclusive property of that Party.

3.2 The Parties hereby agree that any Intellectual Property discovered and generated
throughout the collaboration and all rights relating to such generated Intellectual
Property shall belong to the First Party. The First Party shall, for all intents and purposes,
be deemed to be the sole and exclusive owner of such Intellectual Property, and
consequently entitled to apply for, obtain and/or maintain the relevant patent,
trademark, industrial design protection and/or any other right inherent therein.

4. Severability
In the event that any of the terms, conditions or provisions hereunder shall be
determined by any competent authority to be invalid, unlawful or unenforceable to any
extent, such term, condition or provision shall to that extent be severed from the
remaining terms, conditions and provisions which shall continue to be valid to the fullest
extent permitted by law. The Parties bind themselves to substitute any terms, conditions
or provisions, which may be deemed to be invalid, unlawful or unenforceable.

5. Duration
This agreement shall be valid for a period of four (4) years commencing on the date
indicated above.

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6. Governing Law and Jurisdiction
6.1 This Agreement shall be read and construed in terms of the law applicable in Malta.

6.2 Any dispute resulting from this agreement which shall not be resolved amicably, shall be
referred to the Malta Centre for Arbitration for resolution in accordance with the
Arbitration Act, Chapter 387 of the Laws of Malta. The arbitration tribunal shall be
composed of a single arbitrator to be appointed by the Chairperson of the Malta
Arbitration Centre which shall conduct its proceedings in Malta in accordance with the
Rules of the Malta Arbitration Centre as may from time to time be in force. The award
shall be final and binding upon the Parties. Nothing in this Agreement shall limit the
Parties’ right to enforce an arbitration award in any applicable competent court of law.

_________________ _________________
Killian McKeon Eccles NAME

Date: Date: