This Non-Disclosure Agreement (this “Agreement”), effective as of the date set forth below, is made by and between the undersigned counter party (the “Recipient”) and eXp Commercial (the “Discloser”). In consideration of the mutual agreements and other provisions of this Agreement, the parties hereto agree as follows.

1. Scope of Confidential Information.

1.1 “Confidential Information” means any information, data, or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available, directly or indirectly, by the Discloser to the Recipient or to Recipient’s directors, officers, employees, stockholders, partners, agents, and advisors. Such information includes, without limitation, client lists, pricing lists, business plans, business methodologies, finances, financial condition, results of operations, cash flows, projections, forecasts, operations, assets, liabilities, strategies, technology, specifications, development plans, design details, research plans and results, customers, prospective customers, partners, personnel, business practices or policies, know-how, inventions, specifications, suppliers, suppliers billing records, software (source and object code), market analysis, products, and services. Confidential Information will also include Recipient’s notes, analyses, compilations, studies, or other documents prepared by or on behalf of Recipient to the extent such materials are based on Discloser’s Confidential Information.

1.2 “Confidential Information” does not include any information which: (a) the Recipient can show by written record was in possession of Recipient (free of any confidentiality obligation in favor of Discloser known to Recipient at the time of disclosure or availability) prior to disclosure of such information by Discloser to Recipient, provided that the Recipient must promptly notify the Discloser of any prior knowledge in the manner provided in Section 5 below; (b) appears in issued patents or printed publications in integrated form or which otherwise is or becomes generally known in the trade other than through the Recipient’s failure to observe any or all terms and conditions hereof; or (c) subsequent to disclosure to the Recipient by the Discloser, is obtained by the Recipient from a third person who is lawfully in possession of such information and who is not subject to any confidentiality obligation in favor of Discloser. Notwithstanding the foregoing, (i) technical information disclosed under this Agreement shall not be deemed to be within the foregoing exceptions merely because such information is embraced by more general information in the public domain or in the Recipient’s possession, and (ii) any combination of features shall not be deemed to be within the foregoing exceptions merely because individual features are in the public domain or in the Recipient’s possession, but only if the combination itself and its principle of operation are in the public domain or in the Recipient’s possession.

2. Use and Disclosure of Confidential Information.

2.1 The Recipient may only use the Confidential Information internally for the purpose of performing due diligence for the listed business available for purchase (the “Permitted Purpose”). Recipient may not use the Confidential Information in any way detrimental or disadvantageous to the Discloser, including competing in any way with activities carried on by the Discloser. The Recipient must keep secret and may never disclose, publish, divulge, furnish, or make accessible to anyone any of the Confidential Information of the Discloser, directly or indirectly, other than furnishing such Confidential Information to (a) the Recipient’s employees who are required to have access to such Confidential Information in connection with the Permitted Purpose, and (b) professional advisers (e.g., lawyers and accountants), in each case, during the time that the Recipient is permitted to retain such Confidential Information hereunder; provided that any and all such employees are bound by written agreements or, in the case of professional advisers, ethical duties, respecting the Confidential Information in the manner set forth in this Agreement.

2.2 The Recipient may not embody any of the Confidential Information of the Discloser in any of the Recipient’s products, processes, or services, or duplicate or exploit any of such Confidential Information in the Recipient’s business, or file any patent application, utility model or design application based upon, derived from, or disclosing any Confidential Information of the Discloser or otherwise use any of the Confidential Information for any purpose other than for the Permitted Purpose.

2.3 The Recipient shall use at least reasonable care and adequate measures to protect the confidentiality of the Confidential Information of the Discloser and to ensure that any Confidential Information of the Discloser is not disclosed or otherwise made available to other persons or used in violation of this Agreement. Without limiting any of the foregoing, such measures shall be at least the equivalent of measures which the Recipient uses to protect the Recipient’s own most valuable proprietary information.

2.4 The Recipient will maintain a log with a signature system for recording access to the Confidential Information of the Discloser, and will require all individuals who have access to such Confidential Information to sign the log, indicating the dates and times of access.

2.5 All copies of the Confidential Information of the Discloser will be segregated from other materials and maintained in a secure location.

2.6 In the event that the Recipient is required by law to make any disclosure of any of the Confidential Information of the Discloser, by subpoena, judicial, or administrative order or otherwise, the Recipient shall first give written notice of such requirement to the Discloser, and shall permit the Discloser to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation and assistance to the Discloser in seeking to obtain such protection.

3. Certain Rights and Limitations.

3.1 The Recipient shall provide upon the Discloser’s request a certification that access and use is being controlled in accordance with this Agreement. The Discloser may audit to verify compliance with this Agreement.

3.2 All Confidential Information remains the property of Discloser. The provision of Confidential Information hereunder does not transfer to Recipient any right, title, or interest in such information or any other intellectual property of Discloser. Discloser does not grant Recipient any express or implied right to or under Discloser’s or another party’s patents, copyrights, trademarks, trade secret information, or other proprietary rights.

3.3 All tangible embodiments of the Confidential Information of the Discloser (e.g., drawings, memoranda, and notes) and all copies thereof, whether in hard-copy or machine-readable form and whether supplied by the Discloser or made by or for the Recipient (collectively, the “Tangible Embodiments”), shall at all times be and remain the exclusive property of the Discloser.

3.4 The Recipient may not reverse-engineer, decompile, or disassemble any software disclosed to it under this Agreement and may not remove, overprint, or deface any notice of confidentiality, copyright, trademark, logo, legend, or other notices of ownership or confidentiality from any originals or copies of Confidential Information it obtains from the Discloser.

3.5 From and after the effective date set forth below and for a period of one (1) year thereafter, Recipient agrees (i) not to, directly or indirectly, or in concert with others, encourage or seek to influence any officer or employee of the Discloser to quit or leave his or her employment with the Discloser, and (ii) not to employ or otherwise engage (as employee, consultant, independent contractor or otherwise) any officer or employee of the Discloser.

3.6 This Agreement imposes no obligations on either party to exchange any Confidential Information or to purchase, sell, license, transfer, or otherwise transact in any technology, services, or products or otherwise conduct business with each other.

4. Remedies.

4.1 Recipient acknowledges that a breach by it of any of the terms of this Agreement would cause irreparable harm to the Discloser for which Discloser could not be adequately compensated by money damages. Accordingly, Recipient agrees that, in addition to all other remedies available to Discloser in an action at law (including, but not limited to, the right to seek actual damages), in the event of any breach or threatened breach by the Recipient of the terms of this Agreement, the Discloser is, without the necessity of proving actual damages or posting any bond or other security, entitled to temporary and permanent injunctive relief, including, but not limited to, specific performance of the terms of this Agreement. Such remedy will not be deemed to be the exclusive remedy for breach of this Agreement but will be in addition to all other remedies available at law or equity.

4.2 Recipient agrees that it will not, directly or indirectly, contest the validity or enforceability of this Agreement on any grounds, including as being against public policy, as having been improperly induced or otherwise, or as being violative of any duty owed to any person, whether by the initiation of any legal proceeding for such purpose, intervention, participation, or attempted intervention or participation in any manner in any other legal proceeding initiated by another person, or otherwise.

4.3 Notice of Independent Knowledge or Breach

The Recipient agrees to notify the Discloser promptly in writing if (a) upon disclosure of Confidential Information by the Discloser, the Recipient has prior knowledge of the same; or (b) subsequent to disclosure of any Confidential Information by the Discloser, information is disclosed to the Recipient in the manner described in Section 1.2; or (c) the Recipient becomes aware of any breach of this Agreement with respect to the Confidential Information of the Discloser in the Recipient’s possession.

5. Termination.

5.1 Notice and Effect of Termination. The Discloser may elect at any time to terminate further access by Recipient to the Confidential Information. Such election is effective immediately. The terms and conditions of this Agreement will survive any such termination with respect to Confidential Information that is disclosed prior to the effective date of termination.

5.2 Return of Confidential Information. Upon the earlier of (a) the termination of this Agreement, (b) Discloser’s written request, or (c) such time as the Recipient no longer requires the Confidential Information for the Permitted Purpose, Recipient agrees to promptly return to Discloser or destroy all Confidential Information and any Tangible Embodiments that are in the possession of Recipient and to certify the return or destruction of all such Confidential Information and embodiments.

6. Warranty.

Discloser warrants that it has the right to make the disclosures under this Agreement. NO OTHER WARRANTY IS MADE BY DISCLOSER UNDER THIS AGREEMENT. ANY INFORMATION EXCHANGED UNDER THIS AGREEMENT IS PROVIDED “AS IS.”

7. Assignment.

The Recipient may not assign this Agreement, nor delegate any duties under this Agreement, without the prior written consent of Discloser, which consent may be withheld in the Discloser’s sole option and election. Any assignment or delegation or attempted assignment or delegation of this Agreement without prior written consent of the Discloser is void.

8. Miscellaneous.

This Agreement constitutes the entire agreement between the parties and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled. This Agreement does not create any agency or partnership relationship between the parties hereto. This Agreement is governed by and construed in accordance with the laws of the State of Arizona governing such agreements, without regard to conflicts-of-law principles. The sole and exclusive jurisdiction and venue for any litigation arising out of this Agreement shall be an appropriate federal or state court located in Maricopa County, Arizona, and the parties agree not to raise, and waive, any objections or defenses based upon venue or forum non conveniens. If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such will not affect any other provision of this Agreement, which will remain in full force and effect. No amendment or alteration of the terms of this Agreement is effective unless made in writing and executed by both parties hereto. A failure or delay in exercising any right in respect to this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right will not be presumed to preclude any subsequent or further exercise of that right or the exercise of any other right. Any modification or waiver of any provision of this Agreement shall not be effective unless made in writing. Any such waiver shall be effective only in the specific instance and for the purpose given.