Mutual Non-Circumvention, Non-Disclosure Agreement (NCNDA

This Mutual Non-Circumvention, Non-Disclosure Agreement ("Agreement") is made and entered by and between:

Gratia Equity Partners LLC

Hereinafter referred to as the "Disclosing Party"

Hereinafter referred to as the "Receiving Party" (collectively referred to as the "Parties" or individually as a "Party").

1. Purpose The Parties desire to engage in discussions and exchanges of confidential and proprietary information ("Confidential Information") for the purpose of exploring potential business opportunities, collaborations, or transactions.

2. Confidential Information Confidential Information refers to any non-public, proprietary, or sensitive information, whether written, oral, or in any other form, disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) during the course of their business relationship. Confidential Information may include, but is not limited to, business plans, financial data, customer lists, marketing strategies, trade secrets, know-how, and other proprietary information.

3. Non-Disclosure The Receiving Party agrees to treat all Confidential Information received from the Disclosing Party as strictly confidential. The Receiving Party shall not disclose, publish, or make available any Confidential Information to any third party without the prior written consent of the Disclosing Party.

4. Non-Circumvention The Receiving Party agrees not to circumvent, avoid, or bypass the Disclosing Party in any future transactions, contracts, or agreements related to the Confidential Information disclosed during the term of this Agreement. The Receiving Party acknowledges that the Disclosing Party has introduced them to valuable business opportunities, and they shall not engage in any direct or indirect transactions with third parties that would deny the Disclosing Party their rightful benefits.

5. Permitted Disclosures The obligations of non-disclosure and non-circumvention shall not apply to Confidential Information that: a) Was already known to the Receiving Party before disclosure by the Disclosing Party. b) Becomes publicly available or enters the public domain through no fault of the Receiving Party. c) Is independently developed by the Receiving Party without reference to the Confidential Information. d) Is required to be disclosed by law, regulation, or court order, provided that the Receiving Party shall notify the Disclosing Party promptly to enable the Disclosing Party to seek a protective order.

6. Return or Destruction of Confidential Information Upon the Disclosing Party's request or termination of discussions between the Parties, the Receiving Party shall promptly return or, at the Disclosing Party's option, destroy all copies of the Confidential Information in its possession, custody, or control, and provide written certification of such return or destruction.

7. Term and Termination This Agreement shall be effective as of the Effective Date and shall continue in force for a period of two (2) years from the Effective Date unless terminated earlier by mutual written agreement of the Parties. Upon termination, the provisions of confidentiality and non-circumvention shall survive indefinitely.

8. Governing Law and Dispute Resolution This Agreement shall be governed by and construed in accordance with the laws of the state of Texas without regard to its conflict of laws principles. Any dispute arising under or in connection with this Agreement shall be resolved through good-faith negotiations between the Parties. If the Parties cannot reach a resolution through negotiation, any unresolved dispute shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of Texas.

9. Entire Agreement This Agreement constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written.

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

Please fill out the following form and sign the bottom of this Letter of Confidentiality, which constitutes your acceptance.