Mutual NCNDA

MUTUAL NON-CIRCUMVENTION, NON-DISCLOSURE
AND NON-CONTACT AGREEMENT

Covering real estate finance, private credit, loan and note acquisitions, capital partnerships and related transactions in the United States and worldwide

Mutual NCNDA v2026.10.3

This Mutual Non-Circumvention, Non-Disclosure and Non-Contact Agreement (the “Agreement”) is entered into as of the Effective Date stated below by and between Alpha Everest Capital, a Delaware limited liability company with offices at 1 Bridge Plaza, Suite 900, Fort Lee, New Jersey 07024, United States (“AEC” or “Party A”), and the person or entity identified in the execution record below (“Counterparty” or “Party B”). AEC and Counterparty are each a “Party” and together the “Parties”.

WHEREAS, the Parties wish to explore one or more transactions in which AEC acts as principal, lender, purchaser, capital provider, sponsor or co-investor, including direct mortgage loans, DSCR and Non-QM loan originations and acquisitions, note and portfolio purchases, bridge and construction financing, preferred equity, joint ventures and capital partnerships (each a “Covered Opportunity”);

WHEREAS, in the course of those discussions each Party may disclose Confidential Information and may introduce the other to borrowers, sponsors, sellers, lenders, investors, capital partners, brokers, servicers and other persons with whom it has a relationship, and each Party is prepared to do so only on the strict terms of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants in this Agreement, the disclosures and introductions to be made in reliance on it, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions and Interpretation

1.1 Affiliate. means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party, including parents, subsidiaries, holding companies, sister companies, funds, trusts, family offices, nominees and any entity in which a Party or its principals hold a direct or indirect interest of ten percent (10%) or more. “Control” means the power to direct management or policies, whether through ownership, contract or otherwise.

1.2 Confidential Information. means all information, in any form and whether or not marked confidential, disclosed by or on behalf of a Party (the “Disclosing Party”) to the other (the “Receiving Party”) before or after the Effective Date in connection with a Covered Opportunity, including: the identity, contact details and business terms of any borrower, sponsor, seller, lender, investor, capital partner, broker, servicer, title or escrow agent or other Introduced Party; loan tapes, data tapes, credit files, appraisals, rent rolls, operating statements, pro formas, underwriting models and criteria, pricing, advance rates, yields, fee structures and capital-stack terms; term sheets, letters of intent, commitments and draft documents; sources of capital and their terms; proprietary methods, processes and know-how; and the existence, status and content of the Parties’ discussions. Notes, analyses, compilations and other materials prepared by the Receiving Party that contain or reflect Confidential Information are themselves Confidential Information.

1.3 Covered Opportunity. has the meaning given in the recitals and includes any transaction, asset, loan, pool, portfolio, property, project, borrower, sponsor or capital relationship that is identified, described or discussed between the Parties, and any related, substitute, successor, follow-on, refinancing, extension, expansion or replacement transaction, whether or not identified in the execution record.

1.4 Covered Transaction. means any transaction of any kind, directly or indirectly, between a Party (or its Affiliate or Representative) and an Introduced Party, or arising from or substantially derived from a Covered Opportunity or Confidential Information, including loans, loan purchases or sales, participations, note sales, refinancings, acquisitions, dispositions, joint ventures, equity investments, preferred equity, mezzanine financing, capital commitments, brokerage, servicing, advisory or placement arrangements, and any renewal, extension, modification or follow-on of any of them.

1.5 Introduced Party. means any person or entity, together with its Affiliates, principals and Representatives, whose identity, contact details, needs, assets or capital were first made known to the Receiving Party by or through the Disclosing Party, whether by name, by description sufficient to identify it, by document, by introduction, by inclusion in a loan tape or data room, or by participation in a call, message thread or meeting, subject in each case to Article 7 (Pre-Existing Relationships). An Introduced Party need not be a signatory to this Agreement.

1.6 Introduction and Introducing Party. “Introduction” means the act of making an Introduced Party known to the other Party as described in Clause 1.5, and “Introducing Party” means the Party that made the Introduction. A Party may be the Introducing Party as to some persons and the Receiving Party as to others.

1.7 Circumvention. means any act or omission by a Party or its Affiliates or Representatives that has the purpose or effect of (a) dealing with an Introduced Party other than through, or without the written consent of, the Introducing Party, (b) depriving the Introducing Party of any compensation, fee, spread, margin, profit, equity, position or other benefit it would have obtained had a Covered Transaction been concluded through it, or (c) using Confidential Information or an Introduction for any purpose other than the Covered Opportunity with the Introducing Party.

1.8 Representatives. means a Party’s and its Affiliates’ directors, officers, managers, members, partners, employees, agents, brokers, consultants, advisors, attorneys, accountants, lenders, financing sources and any other person acting for or in concert with that Party.

1.9 Transaction Value. means the aggregate gross consideration of a Covered Transaction, including principal amount of loans originated, purchased or sold, purchase price of assets or notes, equity or capital committed or funded, and the value of any assumed liabilities, measured over the full life of the Covered Transaction including all tranches, advances, draws, renewals, extensions and rollovers.

1.10 Term and Tail Period. have the meanings given in Article 10.

1.11 Interpretation. Headings are for convenience only. “Including” means including without limitation. “Written” and “in writing” include email from a notice address identified under Article 14 but exclude text and instant messages. References to a Party include its successors and permitted assigns. This Agreement was negotiated at arm’s length by commercially sophisticated parties and shall not be construed against either Party as drafter.

1.12 Qualifying Prior Engagement. means, in relation to a person disclosed by the Introducing Party, a written contract (including an executed loan, purchase, participation, term sheet, letter of intent, engagement or fee agreement) that (a) was executed by both the Party claiming it and that same person, (b) concerns the same asset, loan, pool, property or capital relationship as the Covered Transaction in question, and (c) was in force on, or was executed within the thirty (30) days immediately before, the date on which the Introducing Party first disclosed that person under this Agreement. Prior acquaintance, past dealings outside that period, correspondence, meetings, network or platform connections, or general knowledge of a person or of its business do not constitute a Qualifying Prior Engagement.

2. Purpose; Mutuality; No Obligation to Transact

2.1 Purpose. Confidential Information and Introductions may be used by the Receiving Party solely to evaluate, negotiate and, if agreed in a definitive written agreement, consummate a Covered Opportunity with the Disclosing Party (the “Purpose”), and for no other purpose.

2.2 Mutuality. The obligations in this Agreement bind each Party equally in respect of the Confidential Information and Introductions it receives from the other. Each Party may be a Disclosing Party, a Receiving Party or an Introducing Party depending on the information or Introduction concerned. The Parties acknowledge that capital sources, underwriting criteria, pricing, transaction structures and counterparty relationships are of substantial commercial value to the Party that holds them, whichever Party that is.

2.3 No Obligation. Nothing in this Agreement obliges either Party to disclose any information, to make any Introduction, to proceed with any Covered Opportunity, or to enter into any further agreement. Either Party may terminate discussions at any time without liability, subject to the surviving obligations of this Agreement.

2.4 Principal Status; No Brokerage by this Agreement. AEC acts for its own account as principal. Nothing in this Agreement appoints either Party as broker, agent, finder or fiduciary of the other, creates any partnership or joint venture, or entitles either Party to any fee or commission unless and to the extent set out in a separate written agreement signed by both Parties.

3. Confidentiality

3.1 Obligations. The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose it to any person other than Permitted Recipients under Clause 3.3; (c) use it solely for the Purpose; (d) not copy, reverse engineer, aggregate or analyze it except as necessary for the Purpose; and (e) not disclose the existence or terms of this Agreement or of the Parties’ discussions, or the fact that any Covered Opportunity is being considered, to any person other than a Permitted Recipient.

3.2 Standard of Care. The Receiving Party shall protect Confidential Information with at least the degree of care it uses for its own most sensitive information, and in no event less than a reasonable degree of care, including appropriate technical, physical and organizational safeguards and secure deletion when no longer required for the Purpose.

3.3 Permitted Recipients. The Receiving Party may disclose Confidential Information only to those of its Representatives who have a strict need to know it for the Purpose, who have been informed of its confidential nature, and who are bound by written obligations of confidentiality, non-circumvention and non-contact no less protective than this Agreement (“Permitted Recipients”). The Receiving Party is fully liable for any act or omission of a Permitted Recipient that would breach this Agreement if committed by the Receiving Party, and shall, on request, identify each Permitted Recipient to whom Confidential Information was disclosed.

3.4 Compelled Disclosure. If the Receiving Party is required by law, regulation, court order or the rules of a regulator or exchange to disclose Confidential Information, it shall, to the extent lawful, give the Disclosing Party prompt written notice, cooperate with the Disclosing Party’s efforts to obtain a protective order or other remedy at the Disclosing Party’s expense, disclose only the minimum required, and use reasonable efforts to obtain confidential treatment of what is disclosed.

3.5 Return and Destruction. Within five (5) business days after the Disclosing Party’s written request or the end of discussions, the Receiving Party shall return or securely destroy all Confidential Information and all materials containing or derived from it, and shall certify destruction in writing signed by an officer. The Receiving Party may retain one archival copy solely to the extent required by law or bona fide document-retention policy, which copy remains subject to this Agreement for so long as it is retained.

3.6 Exclusions. Confidential Information does not include information that the Receiving Party proves by contemporaneous written records (a) was lawfully in its possession free of any confidentiality obligation before disclosure; (b) is or becomes generally available to the public other than through a breach of this Agreement; (c) was lawfully received from a third party entitled to disclose it without restriction; or (d) was independently developed without use of or reference to Confidential Information. These exclusions apply to information only. The identity and contact details of an Introduced Party are not excluded merely because they are publicly discoverable or previously known to the Receiving Party; it is the Introduction, the relationship and the opportunity that are protected, and the only exclusion for an Introduced Party is a Qualifying Prior Engagement under Article 7.

3.7 No Warranty; No License. Confidential Information is provided “as is”. Neither Party makes any representation or warranty as to its accuracy or completeness, except as may be set out in a definitive written agreement. No license or other right in Confidential Information is granted except the limited right of use for the Purpose.

3.8 Legally Protected Disclosures. Nothing in this Agreement prohibits or restricts either Party, or any individual, from (a) reporting possible violations of law to, filing a charge or complaint with, or cooperating in an investigation by any governmental, regulatory, self-regulatory or law-enforcement authority, including the U.S. Securities and Exchange Commission; (b) making any disclosure protected under applicable whistleblower law; or (c) disclosing a trade secret in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding, as provided in 18 U.S.C. § 1833(b). No notice to or consent of the other Party is required for any disclosure described in this Clause.

4. Non-Circumvention

4.1 Core Covenant. During the Term and the Tail Period, neither Party shall, and each Party shall procure that its Affiliates and Representatives do not, directly or indirectly, alone or with others, engage in any Circumvention. Without limiting the foregoing, the Receiving Party shall not, without the prior written consent of the Introducing Party, enter into, solicit, negotiate, arrange, finance, fund, broker, participate in or benefit from any Covered Transaction with or involving an Introduced Party other than through the Introducing Party.

4.2 Scope. Clause 4.1 applies to every Introduced Party and every Covered Transaction, whether or not the specific asset, loan, borrower, sponsor or capital source was identified in the execution record; whether the Covered Transaction is the one originally discussed or a different, substitute, modified, expanded, reduced, refinanced or follow-on transaction; and whether the Receiving Party acts as principal, lender, borrower, investor, broker, advisor, servicer or in any other capacity.

4.3 Presumption as to Transactions with Introduced Parties. Any transaction between a Receiving Party (or its Affiliate or Representative) and an Introduced Party that is entered into during the Term or the Tail Period shall be presumed to be a Covered Transaction procured through the Introduction, and the Introducing Party shall be entitled to the remedies in Article 11 in respect of it. The presumption may be rebutted only by demonstrating, by documentary evidence under Clause 7.2, a Qualifying Prior Engagement with that Introduced Party that was disclosed in Annex A or in a timely notice under Clause 7.1.

4.4 Routing. All proposals, offers, term sheets, commitments and communications concerning a Covered Transaction with an Introduced Party shall be routed through the Introducing Party, which shall remain the sole point of contact for the Introduced Party unless it agrees otherwise in writing.

4.5 Duty to Inform. Each Party shall notify the other in writing within two (2) business days if it becomes aware of any actual or attempted Circumvention by any person, and shall provide all information in its possession concerning it.

5. Non-Contact

5.1 No Contact. During the Term and the Tail Period, the Receiving Party shall not, and shall procure that its Affiliates and Representatives do not, directly or indirectly, initiate, accept or maintain any contact or communication, by any means including in person, telephone, email, messaging application, social or professional network, letter, or through any third party, with any Introduced Party concerning any Covered Opportunity or Covered Transaction, or for the purpose of pursuing any business that would constitute a Covered Transaction, except (a) through or with the participation of the Introducing Party, or (b) with the Introducing Party’s prior written consent specifying the persons, subject matter and duration of the permitted contact. This Article does not restrict communications with an Introduced Party on matters unrelated to any Covered Opportunity or Covered Transaction, or communications concerning the specific transaction covered by a Qualifying Prior Engagement established under Article 7.

5.2 Unsolicited Approaches. If an Introduced Party contacts the Receiving Party directly, the Receiving Party shall not engage beyond a courteous referral back to the Introducing Party, shall notify the Introducing Party in writing within two (2) business days with a copy of any written communication received, and shall take no further action except as directed by the Introducing Party.

5.3 Conditions of Consent. Any consent under Clause 5.1 may be given or withheld in the Introducing Party’s discretion, acting in good faith; may be conditioned on the Introducing Party’s participation in communications and transactions with the Introduced Party; may be revoked as to future communications by written notice; and shall not waive any other provision of this Agreement.

5.4 Professional Networks and Data. Connecting with, following or messaging an Introduced Party or its principals through any social or professional network, or contacting them through any data provider or public record, for a purpose connected with a Covered Opportunity constitutes contact for the purposes of this Article. Passive viewing of publicly available information is not contact, but does not displace Clause 3.6 or Article 7.

6. Anti-Evasion

6.1 No Evasion Through Form or Channel. The prohibitions in this Agreement cannot be avoided by acting through or with any Affiliate, Representative, nominee, trustee, agent, broker, correspondent, relative, employee, former employee, consultant, new or dormant company, special purpose vehicle, fund, joint venture, assignee or successor; by changing name, corporate form, beneficial ownership, jurisdiction, email address, telephone number, domain or title; by splitting, restructuring, re-papering, re-labelling or re-routing a transaction; by substituting a related property, loan, pool, borrower, sponsor, lender, investor or capital source; or by any other device intended or having the effect of achieving indirectly what is prohibited directly. Any such transaction is a Covered Transaction.

6.2 Affiliates, Successors and Assigns. Each Party shall cause its Affiliates, Representatives, successors and assigns to comply with this Agreement as if they were parties to it, and shall be responsible to the other Party for any act or omission of any of them that would constitute a breach of this Agreement if committed by that Party.

6.3 Warranty of Authority of Signatory. The individual executing this Agreement on behalf of a Party represents and warrants that he or she is duly authorized to bind that Party. If that representation is untrue, the individual shall be personally liable for the obligations he or she purported to undertake on that Party’s behalf. The individual further agrees not to use, for his or her own account or for any other person, any Confidential Information or Introduction received under this Agreement, and acknowledges that such use may be enjoined under Article 11. Except as stated in this Clause, nothing in this Agreement imposes personal liability on any officer, employee, member or agent of a Party.

7. Pre-Existing Relationships; Thirty-Day Rule; Burden of Proof

7.1 Thirty-Day Rule. The Parties agree that prior knowledge of, acquaintance with or past dealings with a person do not take that person outside this Agreement. A person disclosed by the Introducing Party is an Introduced Party, and Articles 4, 5 and 6 apply in full to it, unless the other Party had a Qualifying Prior Engagement with that same person on the same transaction within the thirty (30) days before the disclosure, as defined in Clause 1.12. A Party claiming a Qualifying Prior Engagement must identify the person and the contract by name and date in Annex A at the time of execution or, for persons disclosed later, by written notice to the other Party within five (5) business days after the disclosure and before any further dealing with that person concerning a Covered Opportunity. A Qualifying Prior Engagement that is not so identified may not later be relied upon.

7.2 Burden of Proof. A Party asserting a Qualifying Prior Engagement bears the burden of demonstrating it by producing the executed contract and documentary evidence of its date and subject matter, together with evidence that it concerns the same person and the same transaction. General market knowledge, network or platform connections, hearsay, oral statements, undated records, later-created documents, or contracts concerning a different transaction or dated outside the thirty (30) day period are not sufficient. A Qualifying Prior Engagement excludes only the specific transaction it covers; all other dealings with that person remain subject to this Agreement.

8. Non-Solicitation

8.1 Personnel and Capital Sources. During the Term and for twelve (12) months thereafter, neither Party shall, directly or indirectly, solicit for employment or engagement any officer, employee or exclusive consultant of the other Party with whom it had contact in connection with a Covered Opportunity, or solicit any capital source, lender, investor or capital partner of the other Party that is an Introduced Party to withdraw, reduce or redirect its capital or business, other than by general advertisements not targeted at such persons.

9. Compliance; Know-Your-Customer

9.1 Lawful Conduct. Each Party shall comply with all laws applicable to its activities under this Agreement, including anti-money-laundering, sanctions, anti-bribery, fair-lending, licensing, privacy and securities laws. Each Party is solely responsible for holding any license or registration its own activities require, and nothing in this Agreement authorizes either Party to act in a capacity for which it is not licensed.

9.2 Verification. Each Party shall, on request, provide the other with documents reasonably required to verify its identity, beneficial ownership, authority and source of funds, and the requesting Party shall treat those documents as Confidential Information. Either Party may decline to proceed with any Covered Opportunity, without liability, if such documents are not provided or are not reasonably satisfactory to it, acting in good faith.

9.3 No Offer. This Agreement is not an offer to lend, invest, purchase or sell, and no securities are offered by it. Any transaction will be subject to AEC’s underwriting, approvals and definitive documentation.

10. Term, Tail Period and Survival

10.1 Term. This Agreement commences on the Effective Date and continues for three (3) years (the “Term”). With respect to any Covered Transaction that is under negotiation or has been entered into at the end of the Term, the Term is extended for that Covered Transaction for so long as any payment, advance, renewal or follow-on under it remains outstanding.

10.2 Tail Period. Articles 4, 5 and 6 continue to apply for twenty-four (24) months after the later of (a) the end of the Term and (b) the date of the last Introduction or disclosure of Confidential Information between the Parties concerning a Covered Opportunity made during the Term (the “Tail Period”).

10.3 Survival. Article 3 survives for five (5) years after the end of the Term, and indefinitely as to trade secrets, personal data and information concerning capital sources and their terms. Articles 1, 6.3, 7, 11, 12, 13, 14, 15 and 16 survive for so long as any right or obligation under them remains to be enforced or performed.

11. Remedies

11.1 Irreparable Harm; Injunctive Relief. Each Party acknowledges that a breach or threatened breach of Articles 3 to 8 would cause the other Party immediate and irreparable harm for which monetary damages alone would be an inadequate remedy. The non-breaching Party is entitled to seek, in addition to all other remedies, temporary, preliminary and permanent injunctive relief and specific performance in any court of competent jurisdiction, without the requirement to prove monetary damages. The Parties agree that any bond or other security required as a condition of such relief should be set at the lowest amount the court permits.

11.2 Liquidated Damages. The Parties agree that the loss caused by Circumvention is real but difficult to quantify at the time of contracting. Accordingly, for each Covered Transaction concluded in breach of Articles 4, 5 or 6, the breaching Party shall pay the Introducing Party, as liquidated damages and not as a penalty, an amount equal to (a) where the Parties have executed a fee, compensation or participation agreement covering the Covered Transaction, the compensation the Introducing Party would have earned under that agreement had the Covered Transaction been concluded through it, or (b) where no such agreement exists, two percent (2%) of the Transaction Value of that Covered Transaction, in each case payable within ten (10) business days after written demand, with interest at the statutory rate under New York CPLR § 5004 from the date of demand until paid. The Parties confirm that this amount is a reasonable pre-estimate of the Introducing Party’s probable loss and is not disproportionate to it. If a court finally determines that the liquidated amount is unenforceable, the Introducing Party may instead recover its actual damages together with the remedies in Clause 11.3 and all other remedies available at law or in equity.

11.3 Accounting and Disgorgement. The breaching Party shall account to the Introducing Party for all fees, spreads, profits, equity and other benefits received by the breaching Party, its Affiliates or Representatives from any Covered Transaction concluded in breach of this Agreement, and shall pay them to the Introducing Party on demand, without duplication of any amount recovered under Clause 11.2 in respect of the same Covered Transaction.

11.4 Costs and Fees. In any proceeding arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys’ fees, expert and forensic fees, and costs of investigation and enforcement, as determined by the court.

11.5 Notification of Introduced Parties. If a Party has a good-faith and reasonable basis to believe that the other Party has breached Articles 4, 5 or 6 in respect of an Introduced Party, it may, after giving the other Party written notice and five (5) business days to respond (or without prior notice where delay would cause irreparable harm), inform that Introduced Party and any lender, investor, title or escrow agent or servicer directly involved in the relevant Covered Transaction of the existence of this Agreement and of the other Party’s obligations under it, limited to accurate factual statements made in good faith. Each Party waives any claim arising from a notification made in compliance with this Clause. Nothing in this Clause restricts any report to a regulator or authority protected by Clause 3.8.

11.6 Cumulative; No Set-Off. The remedies in this Agreement are cumulative and in addition to all remedies at law or in equity, provided that no Party shall recover more than once for the same loss. Amounts finally determined to be payable under this Article shall be paid without set-off or deduction except as required by law or permitted by court order.

12. Representations and Warranties

12.1 Each Party. Each Party represents and warrants that (a) it is duly organized and in good standing (if an entity) and has full power and authority to enter into and perform this Agreement; (b) the individual signing on its behalf is duly authorized; (c) this Agreement is its legal, valid and binding obligation enforceable in accordance with its terms; (d) its execution and performance do not conflict with any agreement, order or law binding on it; and (e) all information it has provided in the execution record and Annex A is true, complete and current.

12.2 Sanctions; Beneficial Ownership. Each Party further represents and warrants that it is not, and is not owned or controlled by, a person subject to sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or His Majesty’s Treasury, and that it will disclose its beneficial owners and the identity of any principal for whom it acts on the other Party’s reasonable request.

13. Governing Law; Jurisdiction; Jury Waiver

13.1 Governing Law. This Agreement and any dispute, claim or controversy arising out of or relating to it, its subject matter or formation, whether in contract, tort, statute or otherwise, are governed by the laws of the State of New York, without regard to conflict-of-laws principles that would require application of any other law.

13.2 Jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the state courts of the State of New York sitting in New York County and the United States District Court for the Southern District of New York for the resolution of any such dispute, waives any objection to venue or forum non conveniens, and agrees that a final judgment of those courts may be enforced in any jurisdiction. Notwithstanding the foregoing, the non-breaching Party may seek injunctive, provisional or enforcement relief in any court having jurisdiction over the breaching Party, its assets or an Introduced Party.

13.3 Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13.4 Service of Process. Each Party consents to service of process by registered or certified mail or recognized international courier to its notice address under Article 14, with a copy by email to its notice email address, which service shall be effective five (5) business days after dispatch.

13.5 Confidential Proceedings. The Parties shall keep the existence, content and result of any dispute confidential except as required to enforce an order or judgment or by law.

14. Notices

14.1 Addresses. Notices shall be in writing and delivered by hand, recognized courier or email to: for AEC, 1 Bridge Plaza, Suite 900, Fort Lee, New Jersey 07024, United States, email info@aecapital.io, attention Managing Partner; for Counterparty, the postal address and email address stated in the execution record below. A Party may change its notice details by notice to the other.

14.2 Effectiveness. Notices are effective on delivery by hand or courier, or, if sent by email, when sent to the correct address without a bounce or error message, provided that an email sent after 6:00 p.m. (recipient’s local time) or on a non-business day is effective on the next business day.

15. Electronic Execution and Records

15.1 Electronic Signature. Counterparty executes this Agreement by completing the execution record on AEC’s website, typing the name of its authorized signatory in the signature field and submitting the form. Counterparty agrees that this constitutes its electronic signature under the United States Electronic Signatures in Global and National Commerce Act, the Uniform Electronic Transactions Act as enacted in the applicable state, and any other applicable law, with the same force and effect as a handwritten signature.

15.2 Effective Date; Countersignature; Withdrawal. The Effective Date is the date and time of Counterparty’s submission as recorded by AEC’s systems. AEC’s acceptance is evidenced by its countersignature applied to the executed PDF issued by its system. Either Party may withdraw from this Agreement by written notice to the other within five (5) business days after the Effective Date, provided that no Confidential Information or Introduction has yet been exchanged, and AEC may also withdraw within that period if Counterparty’s information fails verification under Clause 9.2. In every case, any Confidential Information or Introduction already received by either Party remains protected by this Agreement.

15.3 Records; Paper Copies. The PDF generated on submission, together with the time stamp, reference number, IP address and device information captured by AEC’s systems, constitutes an executed counterpart and prima facie evidence of the terms agreed and of Counterparty’s execution, and is admissible in any proceeding to the same extent as a paper original. Copies are emailed to the Counterparty email address stated in the execution record and to AEC. A paper copy will be provided on written request, and Counterparty may withdraw its consent to receive records electronically, as to future records, by written notice, which shall not affect the validity of this Agreement.

16. General

16.1 Entire Agreement. This Agreement, including Annex A and the execution record, is the entire agreement between the Parties concerning its subject matter and supersedes all prior confidentiality, non-circumvention or non-contact arrangements between them concerning Covered Opportunities. It does not supersede any executed fee, compensation, loan, purchase or investment agreement, which continues in accordance with its terms.

16.2 Amendment and Waiver. No amendment is effective unless in writing and signed by both Parties. No waiver is effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right operates as a waiver of it.

16.3 Severability; Reformation. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted and reformed to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force. If a court finds the duration, geographic or subject-matter scope, or remedies of Articles 4 to 6 or 11 broader than the law allows, the Parties request that the court reform them to the extent necessary rather than strike them.

16.4 Assignment. Neither Party may assign or transfer this Agreement or any right under it without the other Party’s prior written consent, which shall not be unreasonably withheld, except that either Party may assign this Agreement to an Affiliate or to a successor to all or substantially all of its relevant business on written notice to the other Party, provided the assignee assumes its obligations in writing. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

16.5 Third Parties. Except for Affiliates of a Party, which may enforce this Agreement as if they were parties, no third party has any right to enforce any term of this Agreement.

16.6 Independent Advice. Each Party confirms that it has read and understood this Agreement, has had the opportunity to obtain independent legal advice, and enters into it freely.

16.7 Counterparts; Language. This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. This Agreement is made in the English language, which shall control over any translation.

Annex A — Qualifying Prior Engagements

Counterparty lists below each person or entity with which it claims a Qualifying Prior Engagement: an executed written contract between Counterparty and that same person concerning the same asset, loan, pool, property or capital relationship as the Covered Opportunity, in force on or signed within the thirty (30) days before the person was disclosed under this Agreement. Give the name, the contract and its date. Knowing a person, having dealt with them in the past, or being connected through a network or platform does not qualify. If this Annex is left blank, Counterparty confirms that it claims no Qualifying Prior Engagement as of the Effective Date. Either Party may supplement its disclosures by notice under Clause 7.1. Persons not so identified are Introduced Parties and Articles 4, 5 and 6 apply to them in full. Entries are made in the execution record below and form part of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.