BRAINLY - NON DISCLOSURE AGREEMENT

By signing below, JULIET CZARINA FURIA (“Recipient”) certifies to Brainly, Sp ZOO. (“Discloser”) that in
consideration of discussing a potential business relationship with Discloser (such business relationship, the
“Relationship”), Recipient agrees to comply with all terms and conditions of this Non disclosure Agreement
(“Agreement”) and to keep all Confidential Information (as defined below) confidential as follows:

1. Recipient acknowledges that it may become aware of certain oral, written, graphic, physical, or machine-
readable non-public information of Discloser or its Affiliates (defined below), including without limitation
through disclosure by or on behalf of Discloser or its Affiliates, through observation, or otherwise in the course
of the parties’ discussions regarding the Relationship, including, but not limited to, information which relates to:
technical data, trade secrets and know how, research, product or service ideas or plans, software codes and
designs, algorithms, developments, inventions, patent applications, processes, techniques, mask works,
engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or
information relating to, employees and consultants (including, but not limited to, the names, contact
information, jobs, compensation, and expertise of such employees and consultants), lists of, or information
relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing
plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or
other business information, the terms of any agreement and the discussions, negotiations and proposals related
to any agreement, and information acquired during any facilities tours (collectively, “Confidential
Information”). “Affiliate” means an entity worldwide that, directly or indirectly, owns or controls, is owned or is
controlled by or is under common ownership or control with Discloser, where “control” means the power to
direct the management or affairs of an entity, and “ownership” means the beneficial ownership of fifty percent
(50%) or more of the voting equity securities or other equivalent voting interests of an entity. Notwithstanding
the foregoing, information disclosed hereunder shall not be considered “Confidential Information” as defined
herein where Recipient can prove that such information: (a) was in the public domain at the time it was
disclosed or has entered the public domain through no fault of Recipient; (b) was known to Recipient, without
restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (c) becomes
known to Recipient, without restriction, from a source other than Discloser or its Affiliates without breach of
this Agreement by Recipient and otherwise not in violation of Discloser’s or its Affiliates’ rights; (d) is
disclosed with the prior written approval of Discloser; or (e) is disclosed pursuant to the order or requirement of
a court, administrative agency, or other governmental body; provided, however, that Recipient shall provide
prompt notice of such court order or requirement to Discloser to enable Discloser to seek a protective order or
otherwise prevent or restrict such disclosure and shall take reasonable steps to minimize the extent of any such
required disclosure.

2. Recipient agrees to hold in the strictest confidence any Confidential Information it obtains at any time. Recipient
will not use any Confidential Information other than in direct furtherance of the Relationship. Recipient agrees
not to disclose or permit disclosure of any Confidential Information to any third parties, other than to any
limited partner, general partner, or member of Recipient (or any partner, representative or employee of any of
the foregoing), or legal counsel, accountants or representatives of Recipient, in each case who are required to
have the information in direct furtherance of the Relationship and who are bound by a duty of confidentiality in
content substantially similar to this Agreement. Recipient agrees to take all reasonable precautions to protect the
secrecy of and prevent disclosure or dissemination of the Confidential Information. Such measures shall include,
but not be limited to, the highest degree of care that Recipient utilizes to protect its own confidential information
of a similar nature, which shall be no less than reasonable care. This Agreement does not grant any license to the
Confidential Information or any intellectual property of Discloser or its Affiliates. Recipient will not
photograph, copy or otherwise record any information (including Confidential Information) to which Recipient
may have access. Upon Discloser’s request, Recipient will destroy or return to Discloser all Confidential
Information in its possession or control. Further, Recipient shall not export, directly or indirectly, any technical
data acquired pursuant to this Agreement or any product utilizing any such data to any country for which the
U.S. Government or any agency thereof at the time of export requires an export license or other governmental
approval without first obtaining such license or approval.

3. This Agreement imposes no obligation on Discloser to provide Confidential Information, to proceed with the
Relationship or any transaction in connection with which the Confidential Information may be disclosed. Unless
Discloser enters into a separate mutual non-disclosure agreement, Discloser does not wish to receive any
confidential information from Recipient, and Discloser assumes no obligation, either express or implied, for any
information disclosed by Recipient. Recipient acknowledges that neither Discloser, nor its Affiliates or any of
 its or their representatives, in the course of providing the Confidential Information as contemplated hereunder, is
making any representation or warranty (express or implied) as to the accuracy or completeness of any such
information, and Recipient assumes full responsibility for all conclusions derived from such information.
Recipient shall be entitled to, and shall, rely solely on representations and warranties made in a definitive
agreement, if any, relating to the Relationship.

4. Recipient’s obligations under this Agreement shall survive any termination or expiration of this Agreement and
remain in effect until such time as all Confidential Information disclosed hereunder becomes publicly known
and made generally known through no action or fault or inaction of Recipient. This Agreement is binding on
Recipient and its parents, subsidiaries, affiliates, partners, general partners, limited partners, members, managing
members, heirs, executors, administrators, successors and assigns, and inures to the benefit of Discloser and its
Affiliates, its and their successors and assigns. Discloser may assign any of its rights and obligations under this
Agreement. Recipient may not assign, whether voluntarily or by operation of law, any of its rights and
obligations under this Agreement, except with the prior written consent of Discloser.

5. Except and to the extent Recipient and Discloser have previously entered into any prior agreements providing
for the non-disclosure or confidentiality of Confidential Information, each of which shall continue to remain in
full force and effect and the obligations of which shall be in addition to those contained herein, this Agreement
constitutes the entire agreement between Discloser and Recipient pertaining to the subject matter hereof and
supersedes all earlier representations and understandings, whether oral or written.

6. Recipient shall not, without the prior consent of Discloser, disclose to any other person the fact that Confidential
Information has been and/or may be disclosed under this Agreement, that discussions or negotiations are taking
place between the parties, or any of the terms, conditions, status or other facts with respect thereto, except as
required by law and then only with prior notice as soon as possible to enable Discloser to seek a protective order
or otherwise prevent or restrict such disclosure.

7. This Agreement shall be governed, construed and interpreted in accordance with the laws of the State of New
York, without giving effect to principles of conflicts of law. Notwithstanding anything to the contrary, Recipient
acknowledges that any breach of this Agreement may cause irreparable harm for which monetary damages are
an insufficient remedy and therefore that upon any breach of this Agreement (actual or threatened), Discloser
shall be entitled to appropriate equitable relief without the posting of a bond in addition to whatever remedies it
might have at law.

8. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall
be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance
of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.

The parties have executed this Agreement as of the date set forth below.

RECIPIENT:

By:

Name: JULIET CZARINA FURIA

Title: NA

Company: NA

Date: MAY 26, 2022

DISCLOSER:

BRAINLY Sp ZOO

By:

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Name:

Title:

Date:

Address:
Kraków, at ul. Krowoderskiej 63B/6, 31-158