NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (“Agreement”) is made and entered into, as of 10

January 2024 (“Effective Date”).

Between

(A) Ditrolic Sdn Bhd (Registration No.:228663-H), a company incorporated under the
laws of Malaysia and having its business office at No. 1, Jalan Ekoperniagaan 1/15,
Taman Ekoperniagaan, 81100 Johor Bahru, Johor, Malaysia (“Ditrolic”);

of the one part

(B) Progressive Impact Technology Sdn Bhd (Registration No.: 199201008703

(240206- U)) with its registered address at Suite 1.01.B, MERCU PICORP, Lot 10,
Jalan Astaka U8/84, Bukit Jelutong, 40150 Shah Alam Selangor. (“Company”);

of the second part

(each abovementioned signatory hereinafter individually referred to as a “Party”, and

collectively the “Parties”).

Ditrolic, the Company and their respective Affiliates may disclose to each other certain
confidential information for the purposes of participating in Large-Scale Solar (LSS) project at
Selambau, Kedah under Ditrolic Sdn. Bhd. ALL THE DEVELOPMENT & CONSTRUCTION UNDER
DITROLIC (“Purpose”). The Parties agree as follows:

1. Definitions

“Affiliate” means any entity directly or indirectly controlling, controlled by or

under common control of Ditrolic or the Company respectively where control means
(a) direct or indirect ownership, in an entity of fifty percent (50%) or more of the
voting rights conferred by all the issued shares or equity interests in the capital of
that entity; or (b) the power to determine directly or indirectly the composition of
the majority of the board of directors, similar management body or direct the
management of such entity.

“Confidential Information” means all information related to the assets, business

or operations of the Discloser, including its Affiliates, by any means and whether
identified as confidential or not, to the Recipient in connection with the Purpose,
including without limitation, the Discloser’s business and marketing information and

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 plans, inventions, products and services, strategies, research, development, design
details and specifications, technology, software and/or data, ideas, trade secrets,
financial information, procurement requirements, engineering and manufacturing
information, customer lists and business forecasts. For the avoidance of doubt, any
ideas, documents, products, or processes derived, in whole or in part, from or
which include any material portions of the information described above is also
considered to be Confidential Information.

“Discloser” means the Party that discloses Confidential Information under this
Agreement.

“Recipient” means the Party that receives Confidential Information under this
Agreement.

“Representatives” means a Party’s directors, officers, employees, agents,

advisers, consultants, and/or representatives.

2. Non-disclosure and Non-use Obligations

2.1 Subject to Clause 3 below, the Recipient will not use, disseminate, reproduce,
distribute or in any way disclose any of the Discloser’s Confidential Information in
whole or in part, directly or indirectly (or permit any of the foregoing) to any
person, firm or business, except to the extent necessary for the Purpose.

2.2 Furthermore, neither Party may disclose the existence of any negotiations,
discussions, or consultations in progress between the Parties to any form of public
media without the prior written approval of the other Party.

2.3 The Recipient shall treat all of the Discloser’s Confidential Information with the
same degree of care as the Recipient accords to the Recipient’s own Confidential
Information, but not less than reasonable care.

2.4 The Recipient shall be permitted to disclose the Discloser’s Confidential Information
only to those of the Recipient’s employees, consultants and contractors who need
to know such information in connection with the Purpose.

2.5 The Recipient shall procure that each such employee, consultant and contractor will
(whether as a condition to employment or otherwise) be bound by terms and
conditions substantially similar to the terms and conditions applicable to the
Recipient under this Agreement.

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2.6 The Recipient shall immediately give notice to the Discloser of any unauthorized
use or disclosure of the Discloser’s Confidential Information.

2.7 The Recipient shall assist the Discloser in remedying any such unauthorised use or
disclosure of the Discloser’s Confidential Information.

3. Exclusions from Non-disclosure and Non-use Obligations

3.1 The Recipient’s obligations under Clause 2 shall not apply to any of the Confidential
Information in the event such Confidential Information:

(a) was in the public domain at or subsequent to the time such Confidential
Information was communicated to the Recipient by the Discloser except
through any breach of any undertaking in this Agreement;

(b) was rightfully in the Recipient’s possession free of any obligation of

confidence prior to such Confidential Information was disclosed to the
Recipient by the Discloser (as evidenced by the Recipient’s records);

(c) was developed by employees or agents of the Recipient independently of and

without reference to any of the Discloser’s Confidential Information;

(d) was or is subsequently disclosed to the Recipient by a third party without

obligation of confidentiality to the Discloser; or

(e) is disclosed by the Recipient with the Discloser’s prior written approval.

3.2 Subject to Clause 3.1(e), a disclosure by the Recipient of any of the Discloser’s
Confidential Information:

(a) in response to a valid order by a court or other governmental or competent

regulatory body; and/or

(b) as otherwise required by any law or regulation of any country with jurisdiction
over the affairs of either Party,

shall not be considered to be a breach of this Agreement by the Recipient, provided

that, the Recipient shall provide prompt prior written notice of such disclosure
(together with a description of Confidential Information to be disclosed) to the
Discloser to enable the Discloser to seek a protective order or take other steps to
prevent such disclosure.

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4. Ownership and Return of Confidential Information and Other Materials

4.1 All Confidential Information and any Derivatives (defined below) thereof, whether
created by such the Discloser or the Recipient, are, and shall remain, the property
of the Discloser and no license, assignment or other rights to such Confidential
Information or Derivatives is granted or implied hereby.

4.2 For purposes of this Agreement, “Derivatives” shall mean:

(a) in respect of copyrighted material or material capable of copyright protection,

any translation, abridgment, revision or other form in which an existing work
may be recast, transformed or adapted;

(b) in respect of patents, inventions or patented material, any improvement

thereto; and

(c) for material that is protected by know-how, confidentiality and/or trade

secrets, any new material derived from such existing trade secret material,
including new material which may be protected under applicable copyright,
patent and/or confidentiality or trade secret laws.

4.3 All materials (including, without limitation, documents, drawings, papers, diskettes,
tapes, models, apparatus, sketches, designs and lists) furnished by the Discloser to
the Recipient (whether they contain any Confidential Information) are the property
of such Discloser.

4.4 Within 5 days of request by the Discloser, the Recipient shall destroy or deliver to
the Discloser, at the Discloser’s option, (a) all such the Discloser-furnished
materials and (b) all materials in the Recipient’s possession or control (even if not
the Discloser-furnished) that contain or disclose any of such Discloser’s Confidential
Information.

4.5 The Recipient will provide the Discloser a written certification of the Recipient’s
compliance with the Recipient’s obligations under this Clause. The Recipient shall,
however, be entitled to retain one copy of the Confidential Information solely for
legal, regulatory, internal audit and dispute resolution purposes.

4A. Non-Compete

4A.1 Each Party agrees and undertake not (i) to engage, participate and operate in any
activity and/or business; or (ii) provide advices and/or perform services that is

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 competitive in nature with any activity and/or business, directly or indirectly of the
other Party and its Affiliate, during the Term of the Purpose of this Agreement.

4A.2 The Parties further acknowledges that during the Term of the Purpose of this
Agreement, the Parties shall become familiar, with the other Party’s and its
Affiliates’ trade secrets and Confidential Information. Accordingly, the Recipient of
such trade secrets and Confidential Information agrees and undertake, that during
the Term and two (2) years following the expiry of the Term, the Recipient shall
not, in any manner, directly or indirectly (whether voluntary or involuntary) utilize
and/or disclose the trade secrets and Confidential Information, to any such
person/third party for the purposes of being in competition with, directly or
indirectly of the Discloser.

4A.3 For the purposes of this Clause, the nature and context of “competition”
encompasses, inter alia, any business, endeavours of a kind or services that is in
direct or indirect competition to the other Party or its Affiliates and which would
result in the Recipient inevitable use or disclosure of the trade secret and/or
Confidential Information, ascertained during the Term of this Agreement, from the
Discloser.

4B. Non-Circumvent

In consideration of Ditrolic’s disclosure of the Confidential Information, and without

limiting anything else set forth herein, the Company and its Affiliates, including
their respective Representatives shall not at any time, without the prior written
consent of the Ditrolic, (of which consent may be withheld by Ditrolic in its sole
discretion) initiate, pursue or consummate any transaction or business relationship
(directly or indirectly) to undertake the Purpose, including, without limitation,
attempting in any manner (directly or indirectly) to contact such other third party
and any of its Representatives, introduced or revealed to the Company by Ditrolic,
in order to undertake the Purpose.

5. Disclosure of Third-Party Information

Neither Party shall communicate any information to the other in violation of the
proprietary rights of any third party.

6. No Warranty

All Confidential Information is provided by the Discloser “as is” and without any
representation or warranty, express, implied or otherwise, as to the accuracy,

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 reliability or completeness of any of the Confidential Information or the use thereof.

7. No Export

The Recipient will obtain any licenses or approvals required by any law or
regulation of any country with jurisdiction over the affairs of either Party prior to
exporting, directly or indirectly, any technical data acquired from the Discloser
pursuant to this Agreement or any product utilising any such data.

8. Term

This Agreement shall remain in effect from the Effective Date and the Non-
disclosure and Non-use Obligations shall continue indefinitely until such time as the
information that is subject to such obligations no longer comprises Confidential
Information under any of the exceptions set forth in Clause 3. Either Party may
terminate this Agreement upon giving the other Party at least thirty (30) days
written notice. Confidentiality obligations will survive for the Term stipulated
herein.

9. No Assignment

Neither Party may assign this Agreement or transfer any rights or obligations under
this Agreement without the prior written consent of the other Party, which consent
shall not be unreasonably withheld.

10. Remedies

Without prejudice to any other rights or remedies that each Party may have, each
Party acknowledges and agrees that a person with rights under this Agreement
may be irreparably harmed by any breach of its terms and that damages alone
may not be an adequate remedy. Accordingly, a person bringing a claim under this
Agreement shall be entitled, without proof of special damages, to the remedies of
injunction, specific performance or other equitable relief for any threatened or
actual breach of the terms of this Agreement.

11. Indemnity

The Recipient shall fully indemnify and keep indemnified the Discloser, its holding
companies, subsidiaries, associates and related companies as well as each of their
Representatives (“Indemnified Parties”) and to hold the Indemnified Parties
harmless from and against all liabilities, claims, charges, demands, actions,
damages, losses, costs, judgments, investigations and/or proceedings which may

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be

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 sustained or incurred by the Indemnified Parties consequent upon any breach by the
Recipient and/or its Representatives of this Agreement.

12. Notices

Any notice or communication given under or required or permitted by this

Agreement shall be in writing in the English language and such notice shall be
deemed given if addressed to the addresses of the Parties stated in the first page
of this Agreement.

13. Governing Law and Jurisdiction

12.1 This Agreement and all disputes and claims arising out of it, or in connection with
its subject matter or formation (including non-contractual disputes or claims), are
to be governed by and construed in accordance with the laws of Malaysia.

12.2 The Parties agree that any dispute related to this Agreement, if not resolved within
thirty (30) days of it first being notified in writing by one Party to the other, will be,
at the option of either Party, be referred to and finally resolved by arbitration in
Malaysia in accordance with the Arbitration Rules of the Asian International
Arbitration Centre ("AIAC Rules") for the time being in force, which rules are
deemed to be incorporated by reference in this clause. The Tribunal shall consist of
one (1) arbitrator. The language of the arbitration shall be English.

14. Data Protection

Where applicable, the Parties shall comply with all applicable laws and regulations
and requirements relating to protection of personal data. Where the Discloser
discloses Confidential Information containing personal data to the Recipient, the
Recipient agrees to implement and operate appropriate security measures and only
to act on the Discloser’s instructions in relation to the personal data.

15. Severability

If any court or administrative body of competent jurisdiction finds any provision of

this Agreement to be illegal, invalid or unenforceable, such provision shall be
deemed to be severed from this Agreement and, if possible, replaced with a lawful
provision which, as closely as possible, gives effect to the intention of the parties
under this Agreement and, where permissible, that shall not affect or impair the
legality, validity or enforceability in that or any other jurisdiction of any other
provision of this Agreement. All other terms or other provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
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legal substance is not

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 affected in any manner adverse to any Party.

16. Waiver; Modification

If a Party waives any terms, provision or a Party’s breach of this Agreement, such
waiver shall not be effective unless it is in writing and signed by the Party granting
it. No waiver by a Party of a breach of this Agreement by the other Party shall
constitute a waiver of any other or subsequent breach by such other Party. No
variation or amendment of this Agreement shall be valid unless it is in writing and
duly executed by or on behalf of all the Parties.

17. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect
to the Confidential Information disclosed hereunder and supersedes and
extinguishes all prior or contemporaneous drafts, arrangements, understandings
and agreements concerning such Confidential Information, written or oral.

18. Counterparts

This Agreement may be executed in any number of counterparts. Each counterpart

shall constitute an original of this Agreement, but all the counterparts together
shall constitute but one and the same instrument.

19. Time

Time is of essence in this Agreement.

20. Prevailing Language

This Agreement has been negotiated and executed by the Parties in English. In the
event any translation of this Agreement is prepared for convenience or any other
purpose, the provisions of the English version shall prevail.

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IN WITNESS WHEREOF, the Parties have executed this Non-Disclosure Agreement as of
the Effective Date.

Signed by )
DITROLIC SDN BHD )
(REGISTRATION NO.: 228663-H) )
)
in the presence of: )

Authorised Signatory
Name:
Designation:
(Please affix company stamp below)

Name:
Designation:

Signed by )
PROGRESSIVE IMPACT TECHNOLOGY )
SDN BHD
REGISTRATION NO.: 199201008703 )
(240206-U)
)
in the presence of: )

Authorised Signatory
Name:
Designation:
(Please affix company stamp below)

Name:
Designation:

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