Mutual Confidentiality Agreement

This Mutual Confidentiality Agreement (this "Agreement"), effective as of [signed

digitally] (the "Effective Date"), is entered into by and between

1. Sine Engineering Oy, a company organized under the laws of Finland having its

registered address at Naulakatu 3, 33100 Tampere, Finland, business identity code

VAT FI 3377726-2 (“Sine”), and

2. The Estonian Defence Forces (EDF), registry code 70008641, address Juhkentali 58,

Tallinn 15007, represented by Commodore Johan-Elias Seljamaa, Commandant of the

Estonian Military Academy (“EDF”)

(each, a "Party" and collectively, the "Parties").

WHEREAS, in connection with the Parties’ interest in evaluation and implementation of

a potential business relationship (whether proposed or actual, collectively, the "Purpose"), the

Parties desire to share certain information that is non-public, confidential, or proprietary in nature;

and

WHEREAS, the Parties wish to protect and preserve the confidentiality of such

information.

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions

set out herein, and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the Parties agree as follows:

1. Confidential Information. Except as set out in Section 2, "Confidential Information"

means all non-public, confidential, or proprietary information, including, but not limited to, any trade

secrets disclosed before, on, or after the Effective Date, by either Party (a "Discloser") to the other Party (a

"Recipient") or its affiliates, or to any of such Recipient's or its affiliates' employees, whether disclosed

orally or disclosed or accessed in written, electronic, or other form or media, and marked, designated, or

otherwise verifiably identified as "confidential." An "Affiliate" is, with respect to any Party, any person or

entity that is directly or indirectly controlling, controlled by, or under common control with such Party.

Confidential Information includes, without limitation:

(a) all information concerning the past, present, and future business affairs of the

Discloser and its Affiliates, including without limitation, finances, customer information, supplier

information, products, services, organizational structure and internal practices, forecasts, sales and

other financial results, records, and budgets, and business, marketing, development, sales, and other

commercial strategies;

(b) the Discloser's unpatented inventions, ideas, methods, and discoveries, trade

secrets, know-how, unpublished patent applications, and other confidential intellectual property;

(c) all designs, specifications, documentation, components, source code, object code,

images, icons, audiovisual components and objects, schematics, drawings, protocols, processes,

and other visual depictions, in whole or in part, of any of the foregoing;

(d) all visual inspections, walkthroughs, and other observations of facilities or

premises of the Discloser and its Affiliates;

(e) any third-party confidential information included with, or incorporated in, any

information provided by the Discloser to the Recipient or its Affiliates; and

(f) that portion of all notes, analyses, compilations, reports, forecasts, studies,

samples, data, statistics, summaries, interpretations, and other materials (the "Notes") prepared by

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or for the Recipient or its Affiliates that contain, are based on, or otherwise reflect or are derived

from, in whole or in part, any of the foregoing.

2. Exclusions from Confidential Information. Except as required by applicable federal,

state, or local law or regulation, the term "Confidential Information" as used in this Agreement shall not

include information that:

(a) at the time of disclosure is, or thereafter becomes, generally available to and known

by the public other than as a result of, directly or indirectly, any violation of this Agreement by the

Recipient or any of its Affiliates;

(b) at the time of disclosure is, or thereafter becomes, available to the Recipient on a

non-confidential basis from a third-party source, as established by documentary evidence, provided

that such third party, to the Recipient's knowledge after reasonable inquiry, is not and was not

prohibited from disclosing such Confidential Information to the Recipient by a legal, fiduciary, or

contractual obligation to the Discloser;

(c) was known by or in the possession of the Recipient or its Affiliates, as established

by documentary evidence, before being disclosed by or on behalf of the Discloser under this

Agreement; or

(d) was or is independently developed by the Recipient, as established by documentary

evidence, without reference to or use of, in whole or in part, any of the Discloser's Confidential

Information.

The Recipient shall have the burden of proving by clear and convincing evidence that any

exclusion it claims under this Section 2 applies.

3. Recipient Obligations. The Recipient shall:

(a) protect and safeguard the confidentiality of all Confidential Information of the

Discloser with at least the same degree of care as the Recipient would protect its own Confidential

Information, but in no event with less than a commercially reasonable degree of care;

(b) not use the Discloser's Confidential Information, or permit it to be accessed or

used, for any purpose other than the Purpose, or otherwise in any manner to the Discloser's

detriment, including without limitation, to reverse engineer, disassemble, decompile, or design

around the Discloser's proprietary services, products, and/or confidential intellectual property;

(c) not disclose or allow access to any Confidential Information of the Discloser to

any person or entity, except to the Recipient's Affiliates who:

(i) need to know the Confidential Information of the Discloser to assist the

Recipient, or act on its behalf, in relation to the Purpose or to exercise its rights under the

Agreement;

(ii) are informed in writing by the Recipient of the confidential nature of the

Discloser’s Confidential Information; and

(iii) are subject to confidentiality duties or obligations to the Recipient that are

no less restrictive than the terms and conditions of this Agreement.

(d) comply with all applicable on-site access, remote access, and related security rules

and procedures of the Discloser;

(e) fully cooperate with the Discloser in any effort undertaken by the Discloser to

enforce its rights related to any such unauthorized disclosure;

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(f) be responsible for any breach of this Agreement caused by any of its Affiliates;

and

(g) notify the Discloser in writing without undue delay, but in any event within two

(2) business days, of any misuse or misappropriation of the Confidential Information of the

Discloser that comes to the Recipient's attention.

4. Additional Confidentiality Obligations. Except as required by applicable federal, state,

or local law or regulation, or otherwise as mutually agreed in writing by the Parties, neither Party shall itself

disclose, nor permit any of its Affiliates to disclose to any person:

(a) that the Discloser’s Confidential Information has been made available to the

Recipient or its Affiliates, or that the Recipient has inspected any portion of the Discloser’s

Confidential Information;

(b) that discussions or negotiations may be, or are, underway between the Parties

regarding their respective Confidential Information or the Purpose, including the status thereof; or

(c) any terms, conditions, or other arrangements that are being discussed or negotiated

in relation to the Parties’ Confidential Information or the Purpose.

5. Required Disclosure. Any disclosure by the Recipient or its Affiliates of any of the

Discloser's Confidential Information under applicable federal, state, or local law, regulation, or a valid order

issued by a court or governmental agency of competent jurisdiction (each, a "Legal Order") or pursuant to

any other binding request or process of any legal, regulatory, governmental, or supervisory authority (each,

a "Legal Request") shall be subject to this Section 5. Before making any such disclosure, the Recipient

shall make commercially reasonable efforts to provide the Discloser with:

(a) to the extent legally permitted, prompt, and in any event no later than two (2)

business days after receipt written notice of such Legal Order or Legal Request so that the Discloser

may seek, at its sole cost and expense, a protective order or other remedy; and

(b) reasonable assistance, at the Discloser's sole cost and expense, in opposing such

disclosure or seeking a protective order or other limitations on disclosure.

If, after providing such notice and assistance as required herein, the Recipient remains

subject to a Legal Order or Legal Request to disclose any of the Discloser’s Confidential Information, the

Recipient (or its Affiliates or other persons to whom such Legal Order or Legal Request is directed) shall

disclose no more than that portion of the Discloser’s Confidential Information which, on the advice of the

Recipient's legal counsel, such Legal Order or Legal Request specifically requires or requests the Recipient

to disclose and, on the Discloser's request and at the Discloser's sole cost and expense, shall use

commercially reasonable efforts to obtain assurances from the applicable court or agency that such

Confidential Information of the Discloser will be afforded confidential treatment.

6. Return or Destruction of Confidential Information. At any time during, at the

Discloser's written request, or automatically after the term of this Agreement, the Recipient and its Affiliates

shall, at the Discloser's discretion, promptly (and in any event within fifteen (15) days return to the Discloser

all copies, whether in written, electronic, or other form or media, of the Discloser's Confidential

Information, or destroy all such copies and certify in writing to the Discloser that such Confidential

Information has been destroyed. In addition, the Recipient and its Affiliates shall also destroy all copies of

any Notes created by the Recipient or its Affiliates and certify in writing to the Discloser that such copies

have been destroyed. Notwithstanding the foregoing:

(a) neither the Recipient nor any of its Affiliates shall be required to destroy any

electronic copy of the Discloser’s Confidential Information that is created pursuant to its standard

electronic backup and archival procedures and stored until the ordinary course deletion thereof, if

personnel whose functions are:

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(i) not primarily information technology in nature do not have access to such

retained copies; and

(ii) primarily information technology in nature have access to such copies only

as reasonably necessary for the performance of their ordinary course information

technology duties (e.g., for purposes of system recovery); and

(b) the Recipient and its Affiliates may retain such copies of the Discloser’s

Confidential Information to the extent required to comply with requirements of applicable law,

regulation, or rule or any binding requirement or request of any legal, regulatory, governmental, or

supervisory authority; provided, however, that the Recipient and its Affiliates shall continue to be

bound by the terms and conditions of this Agreement with respect to such retained Confidential

Information of the Discloser.

7. Term and Termination. The term of this Agreement shall commence on the Effective

Date and shall expire five (5) years from the Effective Date, unless the Parties enter into a definitive

agreement relating to the Purpose (other than this Agreement), in which case this Agreement shall remain

in full force and effect for the duration of such definitive agreement. Either Party may terminate this

Agreement at any time by providing written notice to the other Party. Notwithstanding anything to the

contrary herein:

(a) each Party's rights and obligations under this Agreement shall survive any

expiration or termination of this Agreement for a period of five (5) years from the date of such

expiration or termination, even after the return or destruction of the Discloser’s Confidential

Information by the Recipient; and

(b) with respect to the Discloser’s Confidential Information that constitutes a trade

secret under applicable law, such rights and obligations shall survive such expiration or termination

until, if ever, such Confidential Information loses its trade secret protection other than due to an act

or omission of the Recipient or its Affiliates.

8. No Representations or Warranties. The Discloser makes no representation or warranty,

expressed or implied, as to the accuracy or completeness of the Confidential Information disclosed to the

Recipient or its Affiliates hereunder. Neither the Discloser nor any person or entity disclosing Confidential

Information on its behalf under this Agreement shall be liable to the Recipient or any of its Affiliates

relating to or resulting from the Recipient's or its Affiliates’ use of any of the Discloser’s Confidential

Information or any errors therein or omissions therefrom.

9. No Transfer of Rights, Title, or Interest. Each Party hereby retains its entire right, title,

and interest, including all intellectual property rights, in and to all of its Confidential Information. Any

disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant,

option, license, or other transfer of any such right, title, or interest whatsoever to the Recipient or any of its

Affiliates.

10. No Other Obligation. The Parties agree that neither Party shall be under any legal or other

obligation of any kind whatsoever to disclose its Confidential Information, or otherwise be obligated to

enter into any business or contractual relationship, investment, or transaction, by virtue of this Agreement,

except for the matters specifically agreed to herein. Either Party may at any time, at its sole discretion with

or without cause, terminate discussions and negotiations with the other Party, in connection with the

Purpose or otherwise.

11. Export Restrictions. Sanctions. Any software, technical data, or products disclosed or

shared under this Agreement may be subject applicable export control, trade, and economic sanctions laws

and regulations, including those of the United Kingdom, the European Union, any other applicable

jurisdictions (collectively, "Trade Control Laws"). The Parties shall comply with all restrictions and

controls imposed by the Trade Control Laws, including the requirement for obtaining an export license, if

applicable. The Recipient shall first obtain the written consent of the Discloser prior to submitting any

request for authority to export or re-export or otherwise transfer any such software, technical data, or

products of the Discloser. The Recipient shall defend, indemnify, and hold the Discloser harmless from all

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claims, demands, damages, fines, penalties, reasonable attorney’s fees, costs, and other expenses arising

from the Recipient’s failure to comply with this Section, or any applicable Trade Control Laws. The

Recipient and its Representatives shall not make the Discloser’s Confidential Information available to any

natural person or entity designated on, or owned or controlled by a natural person or entity designated on

the U.S. OFAC List, the EU Consolidated Sanctions List, the UK Sanctions List, the UN Security Council

sanctions lists, or any successor lists.

12. Russia and Satellites. Notwithstanding anything provided in this Agreement, under no

circumstances may the Recipient or any of its Representatives transfer, share, make known, disclose, or

otherwise allow, enable, facilitate, or permit any access in any manner to the Discloser’s Confidential

Information to any of the following (collectively, “Restricted Persons”):

a) the Russian Federation, Republic of Belarus, Islamic Republic of Iran, North Korea

(DPRK) (collectively, “Russia and Satellites”);

b) regardless of domicile or country of residence (for avoidance of doubt, whether inside or

outside of Russia and Satellites), any citizen, dual citizen, or resident of any of Russia and

Satellites;

c) any entity that is residing, is registered, or is conducting any business activities in or with

any of Russia and Satellites; or

d) any natural persons or entities that are knowingly assisting any of Russia and Satellites

and/or their respective entities in circumventing sanctions, embargoes, or any other

restrictive measures. For purposes of this Section 12, the restrictions also apply to any affiliate of any Restricted Person,

or any natural person or entity acting, directly or indirectly, on behalf of or for the benefit of any

Restricted Person, regardless of place of incorporation, citizenship, or location of operations.

13. Remedies.

(a) Each Party acknowledges and agrees that money damages might not be a sufficient

remedy for any breach or threatened breach of this Agreement by such Party or its Affiliates

(collectively, the "Breaching Party"). Therefore, in addition to all other remedies available at law

(which neither Party waives by the exercise of any rights hereunder), the non-breaching Party shall

be entitled to specific performance and injunctive and other equitable relief as a remedy for any

such breach or threatened breach, and the Parties hereby waive any requirement for the securing or

posting of any bond or the showing of actual monetary damages in connection with such claim.

(b) Each Party further agrees that it shall:

(i) not oppose the granting of such relief on the basis that the non-breaching

Party has an adequate remedy at law;

(ii) indemnify and hold harmless the non-breaching Party for any losses

arising out of a breach of this Agreement by the Breaching Party.

(c) The Parties hereby agree that in the event of non-performance or improper

performance of obligations by any Party hereunder, the Breaching Party shall reimburse the other

Party all documented direct damage that occurred as a result of the breach. Reimbursement of

damages does not relieve the Breaching Party of its obligations under this Agreement and/or

elimination of violations.

14. Governing Law, Jurisdiction, and Venue. This Agreement shall be governed by and

construed in accordance with the laws of Finland, without giving effect to any choice or conflict of law

provision or rule that would cause the application of laws of any jurisdiction other than those of Finland.

Any dispute arising out of or in connection with this Agreement, including any question regarding its

existence, validity or termination, shall be referred to and finally resolved by arbitration under the Finland

Chamber of Commerce, which Rules are deemed to be incorporated by reference into this clause. The

number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Helsinki, Finland. The

language of the arbitration shall be English. The Parties shall attempt to resolve any dispute arising out of

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or in connection with this Agreement through good faith negotiations within thirty (30) calendar days prior

to commencing arbitration. Nothing in this clause shall prevent either Party from seeking injunctive relief

or other urgent interim remedies from any court of competent jurisdiction

15. Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered

by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally

recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business

hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or

(d) when received by addressee when mailed, by certified or registered mail, return receipt requested,

postage prepaid. Such communications must be sent to the respective Parties at the addresses set out below

the relevant signature on the signature page to this Agreement (or to such other address that may be

designated by a Party from time to time in accordance with this Section).

16. Entire Agreement. This Agreement constitutes the sole and entire agreement of the

Parties regarding the subject matter contained herein, and supersedes all prior and contemporaneous

understandings, agreements, representations, and warranties, both written and oral, regarding such subject

matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing

signed by each Party hereto.

17. Severability. If any term or provision of this Agreement is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other

term or provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction.

18. Counterparts. This Agreement may be executed in counterparts, each of which shall be

deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed

copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to

have the same legal effect as delivery of an original signed copy of this Agreement.

19. Assignment. Neither Party may assign any of its rights or delegate any of its obligations

hereunder without the prior written consent of the other Party. Any purported assignment or delegation in

violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or

delegating Party of any of its obligations hereunder. This Agreement is for the sole benefit of the Parties

and their respective successors and permitted assigns and nothing herein, express or implied, is intended to

or shall confer on any other person or entity any legal or equitable right, benefit, or remedy of any nature

whatsoever under or by reason of this Agreement.

20. Independent Development. The terms of this Agreement shall not be construed to limit

either Party's right to develop, make, or market independently or acquire products or services without use

of the other Party's Confidential Information. The Discloser acknowledges that the Recipient may currently

or in the future be developing information internally, or receiving information from other parties, that is

similar to the Discloser’s Confidential Information. Nothing in this Agreement will prohibit the Recipient

from developing or having developed for it products, concepts, systems, services, or techniques that are

similar to or compete with the products, concepts, systems, services, or techniques contemplated by or

embodied in the Discloser’s Confidential Information, provided that the Recipient does not violate any of

its obligations under this Agreement in connection with such development.

21. Waivers. No waiver by any Party of any of the provisions hereof shall be effective unless

explicitly set out in writing and signed by the Party so waiving. No waiver by any Party shall operate or be

construed as a waiver in respect of any failure, breach, or default not expressly identified by such written

waiver, whether of a similar or different character, and whether occurring before or after that waiver. No

failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this

Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any

right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise

of any other right, remedy, power, or privilege.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly

authorized Affiliates to be effective as of the Effective Date.

SINE ENGINEERING OY

By_____________________

Name: Timo Tuomenpuro

Title: Managing Director

Address: Naulakatu 3, Tampere 33100

Attention: Legal E-mail: [email protected]

[email protected]

[PARTY 2]

By_____________________

Name: Commodore Johan-Elias Seljamaa

Title: Commandant of the Estonian Military

Academy

Address: Riia 12, Tartu 51010

Attention: Andreas Ragen Ayal

E-mail: [email protected]

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