Pre-Alpha Test Non-Disclosure and Confidentiality Agreement

This Confidentiality Agreement (this "Agreement"), dated as of 5 September 2024 ("Effective Date"), is between Aquila Interactive Limited, a United Kingdom Limited Liability Company located at 1 Chapel Street, Warwick, United Kingdom, CV34 4HL, and participants who opt in to the "Gilded Destiny Pre-Alpha Test" (each, a "Party" and, collectively, the "Parties").

1. In connection with a potential collaboration, business relationship, or transaction between the parties; services sought for by one Party from the other Party (the "Purpose"), either Party ("Disclosing Party") may disclose Confidential Information (as defined below) to the other Party ("Recipient"). Recipient shall use the Confidential Information solely for the Purpose and, subject to Section 3, shall not disclose such Confidential Information other than to its affiliates and its or their employees (collectively, "Representatives") who: (a) need access to such Confidential Information for the Purpose; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. Recipient will be responsible for any breach of this Agreement caused by its Representatives. Recipient agrees to promptly notify Disclosing Party in writing of any misuse or misappropriation of the Confidential Information of Disclosing Party that may come to Recipient's attention.

2. "Confidential Information" means all non-public, proprietary, or confidential information, including a formula, pattern, compilation, program, device, method, technique, or process, marketing and promotion, computer software and hardware systems, computer network and communications integration or design, and information technology businesses or enterprise related, but not limited to the virtual, automated or interactive multimedia and content development, e-commerce development and application, advertising and promotion and marketing, investor and operator development, financial or technical information, data and techniques, computer programs or information in computer software or held in electronic storage medium, business contacts and resources, business plans, methods and strategies and other information that is proprietary and confidential to the Disclosing Party that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, whether in oral, visual, written, electronic, or other tangible or intangible form, and whether or not marked or designated as "confidential"; provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Recipient's or its Representatives' act or omission; (b) is obtained by Recipient or its Representatives on a non-confidential basis from a third party that was not legally or contractually restricted from disclosing such information; (c) was in Recipient's or its Representatives' possession, as established by documentary evidence, before Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Recipient or its Representatives, as established by documentary evidence, without using any Confidential Information. Confidential Information also includes: (x) the facts that the parties are in discussions regarding the Purpose and that Confidential Information has been disclosed; and (y) any terms, conditions or arrangements discussed.

3. If Recipient or any of its Representatives is required by applicable law or a valid legal order to disclose any Confidential Information, Recipient shall notify Disclosing Party of such requirements so that Disclosing Party may seek, at Disclosing Party's expense, a protective order or other remedy, and Recipient shall reasonably assist Disclosing Party therewith. If Recipient remains legally compelled to make such disclosure, it shall: (a) only disclose that portion of the Confidential Information that it is required to disclose; and (b) use reasonable efforts to ensure that such Confidential Information is afforded confidential treatment.

4. On Disclosing Party's request, Recipient shall promptly return to Disclosing Party or destroy all Confidential Information in its and its Representatives' possession and, at Disclosing Party's written request, certify in writing the destruction of such Confidential Information.

5. This Agreement imposes no obligation on either Party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the Purpose. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Recipient or any other person relating to Recipient's use of any of the Confidential Information or any errors therein or omissions therefrom.

6. Disclosing Party retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to Recipient or any other person.

7. Recipient acknowledges and agrees that any breach of this Agreement will cause irreparable harm and injury to Disclosing Party for which money damages would be an inadequate remedy and that, in addition to remedies at law, Disclosing Party is entitled to equitable relief as a remedy for any such breach. Recipient waives any claim or defense that Disclosing Party has an adequate remedy at law in any such proceeding. Nothing herein shall limit the equitable or available remedies at law for Disclosing Party.

8. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the United Kingdom. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the United Kingdom. Each Party irrevocably submits to the jurisdiction of United Kingdom in any such suit, action, or proceeding.

9. All notices must be in writing and addressed to the relevant Party at its address set forth in the preamble (or to such other address as such Party specifies in accordance with this Section 9). All notices must be personally delivered or sent prepaid by nationally recognized courier or certified or registered mail, return receipt requested, and are effective upon actual receipt.

10. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. This Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by both Parties.

11. This agreement shall become effective on the Effective Date and shall continue in force for a period of two (2) years.

You may agree to these terms by choosing "I accept the terms of the attached Non-Disclosure Agreement" on the associated Google Form
https://forms.gle/GRxYpWtChV1XGTYX8