Toledo Solar INC.

MUTUAL NONDISCLOSURE AGREEMENT

This Mutual Nondisclosure Agreement directly or indirectly, of any Confidential Information; or
(“Agreement”), dated as of May 5, 2023, is entered into by (iv) Recipient rightfully obtains from a third party who has
and between Toledo Solar Inc. a Delaware Corporation the right to transfer or disclose it.
with its principal office located at 1775 Progress Drive,
Perrysburg Ohio 43551 (“Toledo Solar”) and the party 2. Nondisclosure. Except as has been
referenced in the signature block below (“Other Party”) specifically authorized by Discloser in writing, Recipient
(each, a “Party” and together collectively the “Parties”). shall not reproduce, use, distribute, disclose or otherwise
The Parties intend to discuss and disclose certain disseminate the Confidential Information and shall not take
information relating to the matters identified in Schedule 1 any action causing, or fail to take any reasonable action
below, which may be amended from time to time by mutual necessary to prevent any Confidential Information
written consent (the "Discussions"). For purposes of this disclosed to Recipient to lose its character as Confidential
Agreement, the following definitions shall apply: Information. In the event Recipient is required to disclose
any Confidential Information pursuant to law or
"Discloser" shall mean the Party, including its affiliates, government regulation, Recipient shall promptly notify the
agents, divisions, employees, representatives, successors Company in order to allow the Company the maximum
and permitted assignees, which may disclose Confidential time to obtain protective or confidential treatment of the
Information to the Recipient. Confidential Information before it is disclosed. Upon
termination of the Discussions and upon the request of the
"Recipient" shall mean the Party, including its affiliates, Discloser, Recipient shall promptly deliver to Discloser or
agents, clients, divisions, employees, partners, destroy all Confidential Information and all embodiments
representatives, successors and permitted assigns, which thereof (including notes and abstracts) then in its custody,
receives Confidential Information from the Discloser. control or possession and, at the request of Discloser, shall
deliver within five days after such termination or request a
1. Confidential Information. Recipient written statement to Discloser certifying to such action.
acknowledges that certain information disclosed by Notwithstanding the foregoing, the Recipient may retain
Discloser or received by Recipient may be confidential and, one (1) copy of the Confidential Information solely as a
if so, must be protected by Recipient pursuant to the terms record of its obligations under this Agreement.
of this Agreement. Confidential Information shall mean
information including, without limitation, algorithms, 3. Ownership. All Confidential Information
business plans, customer information, designs, documents, disclosed by Discloser shall remain the property of
drawings, engineering information, equipment, inventory, Discloser and no license or other right to such information
financial analysis, forecasts, formulas, hardware is granted or implied hereby.
configuration information, know-how, ideas, inventions,
market and marketing plans, methods, processes, products, 4. Recipient’s Employees. Recipient agrees
product plans, technology roadmaps, research, that access to Confidential Information will be limited to
specifications, samples, software, source code, techniques, those employees or other authorized representatives of
trade secrets and anything that: (a) derives independent Recipient who: (a) need to know such Confidential
economic value, actual or potential, for not being generally Information in connection with their work on the
known to the public or to other persons who can obtain Discussions; and (b) are bound by non-disclosure
economic value from its disclosure or use; and (b) is the obligations with Recipient that are no less restrictive than
subject of efforts that are reasonable under the the obligations contained herein. Recipient further agrees
circumstances to maintain its secrecy. Confidential to inform such employees or authorized representatives of
Information includes any such information received by the the confidential nature of Confidential Information and
Receiving Party in connection with the Discussions, agrees to take all reasonably necessary steps to ensure that
whether directly, indirectly, orally or in writing, or by the terms of this Agreement are not violated by them.
inspection or view of tangible objects; whether or not such
information is specifically designated as “confidential”, 5. Non-Analysis. No compositional,
“proprietary” or with some other similar restrictive structural or reverse analysis shall be made of any material
designation. or sample provided by Discloser to Recipient without
Discloser’s written permission. If such permission is
Notwithstanding the foregoing, Confidential Information granted, the results of any analysis will (a) be promptly
shall not include information that: (i) is now or disclosed only to Discloser and (b) be treated as Discloser’s
subsequently becomes generally available to the public Confidential Information. All provided materials and
through no wrongful act or omission of Recipient; samples will be returned by Recipient upon the written
(ii) Recipient can demonstrate to have had rightfully in its request by Discloser.
possession prior to disclosure to Recipient by Discloser;
(iii) is independently developed by Recipient without use,

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 6. No Warranty. The Discloser makes no Agreement, the Parties agree that such action will be
representations or warranties, whether express or implied, brought in Singapore, and within the International Court,
concerning the accuracy or completeness of any and that the Parties hereby submit to the jurisdiction and
information disclosed under this Agreement. venue of said court.

7. Equitable Relief. Both Parties 14. Entire Agreement.   This Agreement is

acknowledge that unauthorized disclosure or use of the entire understanding between the Parties regarding the
Confidential Information could cause great or irreparable disclosure of Confidential Information and supersedes all
injury to Discloser and that pecuniary compensation would prior communications or agreements related thereto.
not afford adequate relief or it would be extremely difficult
15. Manner of Execution. Any combination
to ascertain the amount of compensation which would
of counterparts executed by the Parties, when taken
afford adequate relief. Therefore, both Parties agree that, in
together, shall constitute one and the same instrument, and
the event of such unauthorized disclosure or use of
such counterparts and any copy thereof shall be valid and
Confidential Information, Discloser will have the right to
enforceable against the Parties. The Parties may sign the
injunctive relief in addition to any other rights and remedies
Agreement electronically or manually, and an executed
it may have.
counterpart or copy thereof delivered by facsimile or email
shall be valid and enforceable against the executing party.
8. No Export. The Parties acknowledge that
Confidential Information or other information disclosed in
connection with the Discussions may be considered Toledo Solar Inc.
technical data that is subject to compliance with the export By:
control laws and regulations of the United States or other
countries and hereby agree to comply with such laws. ______________________________________
Name: Glen
9. Term. Recipient’s duty to protect
Finkel__________________________
Discloser’s Confidential Information pursuant to this
Agreement expires five (5) years from the date of Title: Co-Founder________________
disclosure of the Confidential Information.

10. No Agency.   This Agreement does not

create any agency, partnership, joint venture, employment,
Other Party:
or independent contractor relationship between the Parties.  ______________________________
Neither this Agreement nor the disclosure or receipt of
By:
Confidential Information shall create an obligation for
either party to make any further agreement or business ______________________________________
arrangement to purchase, sell, license transfer, otherwise Name:
dispose of, or practice any products, services, or
information, or engage in any present or future marketing ____________________________________
activities. This Agreement imposes no obligation to Title:
disclose Confidential Information. Further, nothing in this
_____________________________________
Agreement shall grant to a party the right to make
commitments of any kind for, or on behalf of, another
party. SCHEDULE 1:
MATTERS TO BE DISCUSSED:
11. Assignment. Neither party shall assign Toledo Solar’s business plans, production process,
this Agreement without the prior written consent of the product designs, equipment designs, and technical
other party. needs.
__________________________________________
12. Modification; Waiver. This Agreement Financial matters related to the buildng of a Toledo
may be amended or modified only in writing signed by both Solar CdTe thin film solar manufacturing plant inside
Parties. No failure or delay by either party in exercising or outside the US.
any right, power or privilege based in this Agreement shall
operate as a waiver or preclude further exercise of that
Other Party’s business plans, project plans, technical
right, power or privilege.
needs, and any other matters related to clean energy
13. Law; Consent to Jurisdiction. This generation, management, transmission and storage.
Agreement shall be governed by and construed in ________________________________________
accordance with the laws of Singapore applicable to ___________________________________________
contracts entered into. In the event any legal action __
becomes necessary to enforce or interpret the terms of this

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