RESLINK

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This NON DISCLOSURE AGREEMENT is made on 25/04/2024, at New Delhi (“Agreement”),BY AND BETWEEN:

1. Reslink Technologies Pvt Ltd., a company incorporated and validly existing under the laws of Ministry of Corporate Affairs India, having its office at Spaced out

coworking, First floor, New-Delhi, 110049, India, (hereinafter referred to as “Reslink Technologies”, which expression shall, unless it be repugnant to the context or meaning thereof,

be deemed to include its successors and permitted assigns).

AND

2. KLVIN Techonology Labs Pvt Ltd., a company incorporated and validly existing under the laws of India, having its registered office F.no 704, Rosa Block B, SMR

Vinay Iconia, Masjid Banda, Kondapur, Hyderabad, 50080 Telangana, TS, India (hereinafter referred to as “KLVIN Techonology”, which expression shall, unless it be repugnant

to the context or meaning thereof, be deemed to include its successors and assigns);

Reslink Technologies Pvt Ltd , are hereinafter individually referred to as a “Party” and KLVIN Techonology Labs Pvt Ltd. collectively referred to as the “Parties”.

WHEREAS:

(A) Reslink Technologies Pvt Ltd. is engaged in the business of Research and Development

(B) The Parties have agreed to conduct the Proposed Transaction (defined below), pursuant to which the Parties intend to exchange Confidential Information (defined below)

amongst each other and their Related Persons (defined below). Accordingly, the Parties have agreed to enter into this Agreement to ensure the non-disclosure and confidentiality of such

Confidential Information.

(C) The Parties are willing, subject to the terms of this Agreement, to disclose Confidential Information to each other in connection with the Proposed Transaction and the

Recipient (defined below) is willing to receive and keep such Confidential Information confidential in accordance with the terms and conditions of this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set out in this Agreement and for the protection of the Confidential Information from unauthorized use

and disclosure, the Parties hereby agree as follows:

1. DEFINITIONS

The following capitalized terms used in the Agreement, together with their respective grammatical variations and cognate expressions shall have the meanings assigned to such terms as

specified herein below (unless the context otherwise requires):

“Affiliate” shall mean, with respect to any Party, any company, corporation, association or other Person, which directly or indirectly, Controls, is Controlled by or is under common

Control with it;

“Confidential Information” shall mean:

(a) all information of whatever nature, (including in written, oral, electronic or machine readable form), relating wholly or partly to the Proposed Transaction or the Disclosing

Party, including this Agreement, all financial, business or other data concerning the Disclosing Party or any of its Affiliates that is disclosed, or made available, to the Recipient in

connection with the existence, progress and status of the Proposed Transaction along with all formulae, specifications, methods, know-how, compositions, computer programs, processes,

inventions, discoveries, designs, devices, knowledge, creations, formulations, techniques, data, rights, drawings, instructions, expertise, trade practices, trade secrets, commercial

information, machines, research or development projects, strategic business plans, plans for future development, marketing concepts, informational or customer data, financial data, price

sensitive information (whether published or unpublished) or any other information relating to the design, manufacture, application, inspection, testing, maintenance, packaging and sale,
data, studies, consultants reports, proforma and other financial and trade information, computer models, contracts, plant designs and configurations, plant performance data or other

material of any kind or nature, whether registered as intellectual property or not, and whether capable of such registration or not, and including the intellectual property owned by the

Disclosing Party, its Affiliates and subsidiaries, and all and every kind of information that the Disclosing Party (either on the Effective Date or any time thereafter) considers confidential

or is obtained by the Recipient or its Related Persons in writing or orally, including through discussions with the management, employees and advisers of any Disclosing Party or its

Affiliates; the discussions with, and exchanges of any information in relation to the property, assets and investments, business, practices, plans, proposals and/or prospects between, any

member of the Disclosing Party and/or any of its Related Persons on the one hand, and the Recipient or any of its Related Persons on the other;

(b) any information obtained by the Recipient or its Related Persons in writing or orally, through discussions with the management, employees and advisers of any Disclosing

Party or its Affiliates;

(c) any information acquired by observation by the Recipient or its Related Persons at the offices or other premises of any Disclosing Party or its Affiliates related to the

Proposed Transaction or to the affairs of any Disclosing Party; or

(d) any reports, analysis, compilations, studies or other documents prepared by, on behalf of or for the Recipient which contain, derive from or otherwise reflect any

information described in (a), (b) and (c) above;

“Control” shall mean, with reference to a Person, the possession, directly or indirectly, of the power or authority to direct or cause the direction of the day to day affairs, management or

policies of such Person, whether through the ownership of voting securities, by any agreement with respect to voting of securities, by other agreement conferring control over

management or policy decisions, by virtue of the power to control the composition of the board of directors or managers of such Person, or otherwise;

“Disclosing Party” shall mean the Party disclosing any Confidential Information;

“Effective Date” shall mean the date of execution of this Agreement;

“Law” shall mean any statute, law, act, regulation, ordinance, rules, judgment, order, decree, bye-law, approval from the concerned authority, government resolution, notification,

directive, circular, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or adjudication having

the force of law in India;

“Person” shall mean any individual, sole proprietorship, unincorporated association, unincorporated organization, body corporate, corporation, partnership, limited liability company,

joint venture, government authority, trust or any other entity or organization and includes the Parties;

“Proposed Transaction” shall mean any strategic transaction, business association, cooperation or like arrangement discussed and proposed to be discussed between the Parties with

respect to such activities or scope of work as specified in Schedule I of this Agreement;

“Recipient” shall mean a Party and its Related Persons who are involved in evaluating the Proposed Transaction and receiving any Confidential Information; and

“Related Persons” shall mean, in relation to a Party, such Party’s Affiliates, their respective directors, officers, employees and advisers.

2. OBLIGATION TO MAINTAIN CONFIDENTIALITY

2.1 The Recipient:

(a) hereby acknowledges, confirms and agrees that the Confidential Information is privileged and confidential and is received under a duty of confidentiality to the Disclosing Party;

(b) shall at all times keep the Confidential Information secret and strictly confidential; and

(c) shall not directly or indirectly, disclose or distribute, reproduce, copy or communicate in any way, any Confidential Information or otherwise make it available to any Person

without the prior written consent of the Disclosing Party (which may be withheld in the Disclosing Party’s absolute discretion) other than as permitted under this Agreement.

2.2 The Recipient agrees to use the Confidential Information solely for the purpose of evaluating and negotiating in relation to the Proposed Transaction in a manner that shall not be

detrimental to the Disclosing Party and not for any other purpose including, without limitation, to compete with the Disclosing Party in connection with any business carried on by it or to

develop or obtain any intellectual property rights or patents. The Recipient shall furnish Confidential Information only to those Related Persons who strictly need to know the Confidential

Information in connection with and exclusively for the evaluation of the Proposed Transaction. In particular, the Recipient agrees that it shall not use the Confidential Information in the future

conduct of its proprietary operations or for any other transaction or contractual relationship with any member of the other Party, other than for the Proposed Transaction.

2.3 The Recipient shall keep (and shall ensure that any Person to whom any Confidential Information is disclosed in accordance with this Agreement shall keep) the Confidential

Information secure and properly protected against theft, damage, loss and unauthorized access (including access by electronic means). The Recipient shall notify the Disclosing Party

immediately upon becoming aware that the Confidential Information or any part thereof has been disclosed to or obtained by a third party (otherwise than as permitted under this Agreement).

2.4 The Recipient further agrees not to reverse engineer any Confidential Information furnished by the Disclosing Party and shall not without the prior written consent of the

Disclosing Party, disclose to any other Person, the Confidential Information or the fact that the Confidential Information has been disclosed to it under this Agreement, or any of the terms and

conditions, status or other facts with respect thereto.

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2.5 The Recipient shall comply with Laws pertaining to data privacy that are applicable to such Confidential Information which relates to a living individual who is identified or can

be identified from such data being accessed or used by the Recipient during the course of the Proposed Transaction. Further, where any Confidential Information accessed and/or used by the

Recipient contains any sensitive personal data and information (within the meaning of the Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or

Information) Rules, 2011 and/or any other Law that may be applicable in this regard), the Recipient shall take all steps necessary to ensure the security of the same, including the implementation

and maintenance of all measures mandated under Law and the Disclosing Party’s data protection policy. Additionally, all such personal information and sensitive personal data and information

that the Recipient has access to, shall only be used for the purpose specified in this Agreement and the Proposed Transaction and shall, at all times, be stored in India, subject to appropriate data

protection procedures. Notwithstanding anything contained in this Agreement, the Parties agree that the Recipient shall not sub-contract the processing of Confidential Information referred to in

this Clause 2.5 without the Disclosing Party’s prior written consent.

3. EXCEPTIONS

3.1 The undertakings in Clause 2 above shall not apply to Confidential Information which is:

(a) already in the public domain or comes into the public domain other than through the act or omission of the Recipient or of any other person to whom Confidential Information is

disclosed pursuant to this Agreement;

(b) information independently developed by the Recipient;

(c) already lawfully known to the Recipient as on the date of disclosure under this Agreement or lawfully acquired by the Recipient from a third party as proven by the

contemporaneous, ordinary and customary written records of the Recipient, provided that it has not been obtained by the third party in violation of Law, and is not otherwise subject to, any

obligation of confidentiality owed to the Disclosing Party or any of its Affiliates;

(d) disclosed to the personnel of the Recipient who strictly need to receive and consider Confidential Information for the purposes of evaluating the Proposed Transaction and who

have, prior to receiving such information, agreed to be bound by the terms of this Agreement as if they were a party to it; or

(e) required to be disclosed under Laws including the rules of any applicable listing authority or stock exchange on which the Recipient’s or any of its Affiliates’ shares are listed, or

any order, decree, regulation or rule issued by a competent judicial, governmental or other authority, which is binding upon the Recipient or any of its Affiliates (provided that, as soon as

practicable, and where permitted by Law, the Recipient gives prior written notice to the Disclosing Party that disclosure is required and co-operates with the Disclosing Party regarding the timing

and content of such disclosure or any action which the Disclosing Party may reasonably elect to take to challenge the validity of such requirement).

3.2 The Confidential Information shall not be deemed to be within the above-mentioned categories of exceptions merely because such Confidential Information is embraced by more

general information in the public domain or in the Recipient’s possession. In addition, no combination of features shall be deemed to be within the categories of exceptions merely because

individual features are in the public domain or in the Recipient’s possession. A combination of features shall only be deemed to be within the foregoing categories if the combination itself and its

principles of operation are in the public domain or in the Recipient’s lawful possession.

3.3 The Recipient shall keep a list of Persons to whom any Confidential Information is disclosed. The Recipient shall make such list available to the Disclosing Party on demand.

4. RESPONSIBILITY FOR DISCLOSURE

4.1 Prior to making any disclosure of Confidential Information to any Person, as permitted under this Agreement, the Recipient shall procure that such Persons are: (a) made aware of

the terms of this Agreement; and (b) are either bound by professional responsibility to keep such information confidential or that such Persons agree in writing to keep such Confidential

Information confidential on terms no less onerous than those contained in this Agreement.

4.2 Without prejudice to any other rights that the Parties may have otherwise under this Agreement, the Recipient shall be liable for damages to the Disclosing Party as a result of any

disclosure, or misuse of Confidential Information in breach of this Agreement by the Recipient or any of its Related Persons.

4.3 This Agreement shall be binding upon the Parties hereto and their successors, assignees or personal representatives, or Related Persons, as the case may be, and any termination of

this Agreement shall not relieve the Recipient of any obligations herein incurred prior to the date of such termination, or to be performed subsequent to the date of such termination.

5. ANNOUNCEMENTS

5.1 Neither Party shall make any public announcement or issue any circular in relation to this Agreement without the prior written approval of the other Party.

5.2 No Party shall, without the other Party’s prior written consent, reveal to any Person other than as permitted under this Agreement or otherwise announce that the Proposed

Transaction is (or was) under consideration, that negotiations or discussions are (or were) taking place between the Parties, the status or progress of such negotiations (including termination of

negotiations) or that Confidential Information has been provided to such Party.

5.3 The restrictions in Clauses 5.1 and 5.2 above shall not apply if, and to the extent that, an announcement is required by any Law, rule or regulation by any competent judicial,

governmental, supervisory or regulatory body (including without limitation, any securities exchange), provided that the each Party shall, to the extent reasonably practicable and permitted by

such Law, rule, regulation or judicial, governmental, supervisory or regulatory body, first consult and co-operate with the other Party on the proposed form, timing, nature and purpose of the

announcement.

6. RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

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6.1 The Recipient shall, at its expense and as soon as practicable after receipt of a demand in writing from the Disclosing Party:

(a) retrieve and return to the Disclosing Party;

(b) destroy; or

(c) if in electronic form, take all requisite steps to permanently erase from all electronic and computer media,

all original documents and copies thereof containing Confidential Information or relating to the negotiations or discussions about the Proposed Transaction or containing analysis,

studies, compilation and any other materials derived from the Confidential Information.

6.2 If requested by the Disclosing Party, the Recipient shall provide a certificate signed by an authorised signatory of the Recipient confirming compliance with the obligations

contained in this Clause 6 within seven (7) days of such request, and any denial of such request by the Recipient shall be considered a breach of this Agreement.

7. REPRESENTATIONS AND WARRANTIES

7.1 As on the Effective Date, neither the Recipient nor its Related Persons have directly or indirectly distributed, reproduced, copied, communicated or disclosed in any way, any part

of the Confidential Information provided prior to the Effective Date.

7.2 As on the Effective Date, neither the Recipient nor its Related Persons have used any Confidential Information belonging or pertaining to the Disclosing Party or the Proposed

Transaction for any purpose other than directly in connection with its evaluation of, or negotiations in connection with, the Proposed Transaction, nor has the Recipient or its Related Persons

used such Confidential Information in a manner that would reasonably be expected to be detrimental to the Disclosing Party.

7.3 The Disclosing Party warrants that it has the right to make disclosures under this Agreement.

7.4 Each Party represents and warrants to the other that:

(a) it is duly authorised under the laws of its country of incorporation and it has full power, capacity and authority to sign, execute, deliver and comply with the terms and conditions

laid down herein and has taken or is in the process of taking all necessary action (corporate, statutory or otherwise) to execute and authorize the execution, delivery and performance of this

Agreement; and

(b) neither the execution and delivery of this Agreement or the consummation of transactions contemplated thereby nor compliance with any of the provisions therein shall: (i)

conflict with or result in any breach of any provision of its incorporation documents; (ii) result in a default (or give rise to any right of termination, cancellation or acceleration or require any

consent of any third party) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license agreement, lease or other instrument or obligation to a Party or any of

its properties or assets, may be bound; or (iii) assuming compliance with matters set forth herein, violate any Laws.

7.5 The Recipient shall be responsible for making its own decision on the Confidential Information that shall be provided to it or its Related Persons in connection with the Proposed

Transaction. The Recipient acknowledges that such Confidential Information to be provided does not purport to be all inclusive, and understands and agrees that neither the Disclosing Party nor

its Related Persons make any representation, warranty or undertaking, expressly or implied, as to the accuracy, reliability, completeness or reasonableness thereof, and that only those

representations and warranties made by the Disclosing Party in writing in a subsequent definitive agreement relating to a Proposed Transaction, if any, shall have any legal effect. Accordingly,

the Recipient acknowledges that neither the Disclosing Party nor any of its Related Persons: (i) shall have any liability to the Recipient or to any other Person for the use by the Recipient or its

Related Persons of any Confidential Information to be provided to it or its Related Persons in connection with the Proposed Transaction, including, without limitation, in contract, tort or under

applicable securities Laws, relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom; and (ii) owe any duty of care to the Recipient, its

Affiliates or any of its Related Persons in respect of the Confidential Information. Furthermore, the Recipient acknowledges that neither the Disclosing Party, nor its Affiliates or Related Persons

has: (i) any duty or obligation to correct, or to update, any inaccuracies contained in such Confidential Information or to disclose or provide any further Confidential Information, and such

disclosure shall always be at the sole and absolute discretion of the Disclosing Party on ‘as is’ basis, which shall not be deemed to create any representation that the Confidential Information or

any part of it is whole, accurate or correct; or (ii) any duty or obligation to indemnify or otherwise compensate or reimburse the Recipient or its Related Persons for any costs, damages, losses,

claims, liabilities or other expenses incurred in connection with the Confidential Information. Each Party confirms that it is acting in this matter as a principal and not as an agent or broker for

any other Person and that it shall be responsible for any costs incurred by it or its Related Persons in considering or pursuing the Proposed Transaction (whether or not it proceeds) and in

complying with the terms of this Agreement.

8. WAIVER

No failure or delay in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor will any single or partial exercise of any right, power or privilege under

this Agreement preclude any other or further exercise of it or of any other right, power or privilege under this Agreement or otherwise. No modification to this Agreement or any waiver granted

by the Disclosing Party in respect of any action taken by the Recipient or its advisers shall be effective, unless agreed in writing by the Disclosing Party.

9. OFFER

Each Party agrees that the Confidential Information made available to it or its Related Persons in relation to the Proposed Transaction does not constitute an offer or invitation by, or on behalf of,

any member of the other Party or any of their Related Persons. Each Party acknowledges that in furnishing the Confidential Information, the other Party, its Affiliates and/or its Related Persons

undertake no obligation to provide the other Party with access to any additional Confidential Information, or to update, or to correct any inaccuracies which may become apparent in the

Confidential Information supplied and each Party shall rely exclusively on the terms of any signed and written agreement which may be entered into in relation to the Proposed Transaction.

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10. TERM

This Agreement shall be effective from the Effective Date and shall remain in force until one (1) year from the Effective Date. Either Party shall have a right to terminate this Agreement

by giving a prior written notice of thirty (30) days. The Parties may also extend the term of this Agreement on such terms and conditions as may be mutually agreed. The confidentiality

obligations under this Agreement shall continue for a period of five (5) years beyond the date of termination or expiry of this Agreement, whichever is earlier.

11. INTELLECTUAL PROPERTY RIGHTS

The Disclosing Party shall retain all ownership, copyright and other intellectual property rights (whether registered or not) in the Confidential Information and everything developed,

designed or created by the Disclosing Party, including but not limited to, systems, products and processes, methodologies, proprietary or non-proprietary hardware and software, know-

how and working documents. The Disclosing Party also retains and shall continue to retain all ownership, copyrights and other intellectual property rights in all reports, written advice or

other materials provided by them to the Recipient or its Related Persons.

12. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of India. The Parties agree that the courts at New-Delhi, India shall have exclusive jurisdiction to settle any

disputes arising out of or in connection with this Agreement.

13. NOTICES

13.1 A notice or other communication under or in connection with this Agreement shall be in writing in the English language and shall be delivered, whether personally or by way of

recorded post, facsimile transmission or electronic mail, to the Party due to receive the notice or communication at the address, and for the attention of the person, set out below, or for the

attention of such other person as specified by that Party by written notice to the other.

Reslink Technologies Pvt Ltd.

For the attention of: Shashank Jha

Designation : Founder and CEO

Address : Spaced out coworking,4A, First floor, New-Delhi, 110049, India

Ph. No. : +91 9560523752

E-mail : shashank@reslink.org

13.2 Any notice or other communication shall be deemed to have been duly given if delivered personally, when left at the address referred to in this Clause 13, if sent by registered

post, three (3) days after posting or if sent by overseas post, ten (10) days after posting.

13.3 Either Party may change its postal, e-mail address or addressee for receipt of such communication after giving ten (10) days’ written notice to the other Party.

13.4 The Parties agree that any electronic mail communication in respect of a legal notice or legal claim shall be followed by a communication served at the appropriate address by

hand, courier or by registered post only, failing which such electronic mail communication shall not be considered to be a valid legal notice or legal claim in terms of this Agreement.

14. MISCELLANEOUS

14.1 Termination of Negotiations

The Parties agree that the supply of any Confidential Information shall not be taken as any form of commitment on the part of the Disclosing Party to proceed with any transaction.

Further, both the Parties reserve the right to reject all or any proposals and/or to terminate discussions and negotiations in connection with the Proposed Transaction at any time before

the execution of any definitive agreement between the Parties with respect to the Proposed Transaction.

14.2 Assignment

Except with the specific written approval of the other Party, a Party shall not assign this Agreement or any part of its obligations under this Agreement.

14.3 Severability

If any provision or condition of the Agreement is prohibited, rendered invalid or becomes unenforceable, such prohibition, invalidity or unenforceability shall not affect the validity or

enforceability of any other provisions and conditions of the Agreement. The Parties shall then use all reasonable endeavours to replace the illegal, invalid or unenforceable provisions by

a legal, valid and enforceable substitute provision, the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision

14.4 Right to Injunctive Relief

The Recipient acknowledges and agrees that the Disclosing Party is providing the Confidential Information to the Recipient in reliance upon this Agreement, and the Recipient shall be fully

responsible to the Disclosing Party for any breach of this Agreement by the Recipient, its Related Persons or any of its officers, directors, employees or consultants. The Recipient acknowledges

and agrees that a breach of any of its obligations contained herein may result in irreparable injury to the Disclosing Party and the Disclosing Party shall be entitled to apply for injunctive relief in

addition to any and all other legal or equitable remedies available to it, in the event of any breach or threatened breach of this Agreement by the Recipient.

14.5 Amendment

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No modification of the terms of this Agreement shall be effective unless it is in writing, is dated, expressly refers to the Agreement and is agreed to and signed by duly authorised

representatives of the Parties.

14.6 Counterparts

This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same

instrument.

14.7 Costs and Charges

Neither Party to this Agreement is under any obligation or has agreed to any liability to reimburse the other Party or any of its Related Persons in respect of any costs and expenses incurred by

any such Person in connection with the preparation of this Agreement.

14.8 Non-Solicitation

Each Party shall covenant and agree that during the term of this Agreement and for one (1) year after the termination thereof, regardless of the reason, the Recipient shall not, directly or

indirectly, on its own behalf or on behalf of or in conjunction with any person or legal entity, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any employee of the

Disclosing Party, to terminate their employment relationship with the Disclosing Party. Notwithstanding the foregoing, advertisements in newspapers and trade publications, electronic

job boards or unsolicited actions initiated by an employee of the Recipient an attempt to seek employment with the Disclosing Party shall not constitute direct solicitation as used herein.

14.9 Entire Agreement

This Agreement represents the entire agreement between the Parties and supersedes all previous arrangements, communications, correspondences, or agreements between the Parties relating to

the disclosure of the Confidential Information. All previous documents, undertakings and agreements, whether verbal, written or otherwise, between the Parties concerning the subject matter

hereof are hereby cancelled or superseded and shall not affect or modify any of the terms or obligations set forth in this Agreement, except as the same may be made part of the Agreement in

accordance with its terms.

IN WITNESS WHEREOF the authorised representatives of the Parties have executed this Agreement on the Effective Date.

The parties have executed this agreement effective as of the date first written above.

Signature

Name Shashank Jha Kolusu Srinivasa Krishna Vinay Kumar

Company Reslink Technologies KLVIN Technology Labs

Designation Founder & CEO Founder & CEO

Contact +91 95605 23752 9985814545

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