MUTUAL NON-DISCLOSURE AGREEMENT

THIS NONDISCLOSURE AGREEMENT (the “Agreement”) is entered into as of today (the “Effective Date”) by and between Mainshares LLC, a Delaware Limited Liability Company on behalf of itself and its affiliates (collectively, “Company”) and you, the individual accessing the Confidential Information (as defined below) and any single legal entity on behalf of which you are acting (“You”, “you” or “Your”).

You and the Company with to explore a possible business opportunity of mutual interest (the “Relationship”) pursuant to which each party may disclose its Confidential Information (as defined below) to the other party. As a condition to participation in such a relationship, the parties agree as follows:

1. Definitions.

   a) “Affiliate” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with the Company, including Main Street Securities LLC and Beacon Brokerage LLC.

   b) “Confidential Information” means any oral, written, graphic or machine readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or is reasonably understood as being of a confidential or proprietary nature.

   c) “Partner” means any person or entity that is working with the Company in furtherance of the business Relationship.

   d) “Recipient” means the Company and its Affiliates with respect to Confidential Information (as defined below) supplied hereunder by You, and You with respect to Confidential Information supplied hereunder by the Company.

2. Nondisclosure. You and the Company each agree not to use or disclose any Confidential Information disclosed to it by the other party for any purpose other than to carry out discussions concerning, and the undertaking or performance of, the Relationship. Such restriction does not extend to any information that is publicly known at the time of its disclosure, is lawfully received from a third party not bound in a confidential relationship to the disclosing party, is published or otherwise made known to the public by the disclosing party or was generated independently by the Recipient before its receipt from disclosing party. All documents, equipment and similar items related to the business of the disclosing party, whether or not they contain or constitute trade secrets owned by the disclosing party, are and shall remain the exclusive property of the disclosing party and shall not be copied or removed from the premises of the disclosing party without prior written consent of an officer of the disclosing party. Notwithstanding the foregoing, Company may disclose such Confidential Information solely to those Partners who a) require such material for the purpose of evaluating or assisting in the Relationship, b) are informed by such party of the confidential nature of the Confidential Information, and c) are bound by confidentiality obligations that are at least as protective as those set forth in this Agreement.

3. No Rights Granted. All rights (including any patent, copyright or other intellectual property right) to any Confidential Information are reserved to the disclosing party.

4. Term. The obligations of this Agreement shall expire three (3) years after termination of the discussions between You and the Company.

5. Return of Materials. Any materials or documents that have been furnished by one party to the other in connection with the Relationship shall be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) days after (a) the Relationship has been rejected or concluded or (b) the written request of the disclosing party.

6. Remedy. The parties each agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. The parties each expressly agree that due to the unique nature of the disclosing party’s Confidential Information, monetary damages would be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, the parties each agree and acknowledge that any such violation or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party.

7. Exception & Immunity. Pursuant to the Defend Trade Secrets Act of 2016, 18 USC Section 1833(b), Recipient is on notice and acknowledges that, notwithstanding the foregoing or any other provision of this Agreement:

   a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that- (A) is made- (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

   b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

8. Miscellaneous. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. You and the Company are independent contractors, and nothing contained in this Agreement shall be construed to constitute You and the Company as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. Any waiver of a breach of any provision of this Agreement shall not be construed as a waiver of subsequent breach of any clause; the unenforceability of any clause shall not impair the enforceability of any other clause. The Agreement shall be governed by the laws of the State of Delaware.

IT IS IMPORTANT THAT YOU READ CAREFULLY AND UNDERSTAND THIS AGREEMENT. BY ACCESSING THE SERVICES AVAILABLE AT MAINSHARES.COM (THE “PLATFORM”) YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PLATFORM OR ANY INFORMATION.