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P1EC NDA

MUTUAL CONFIDENTIALITY/NON-CIRCUMVENTION AGREEMENT

This Confidentiality/Non-Circumvention Agreement (“Agreement”) is made and entered into as of 10/17/2022 (the “Effective Date”) by and between The Power 1 Energy Company, 770 North LaSalle Street, Suite 600, Chicago, Illinois 60654, (the “Company”) herein referred to as “P1EC”, and , address: (collectively the “Parties”), with reference to the following:

The Parties may be entering into discussions and/or negotiations for the following purposes: potential investment in, or purchase of, securities of P1EC (“Purpose” or “Transaction”).

In connection therewith, each Party desires to make available to the other certain of its confidential business information, or identifications and to describe and define the conditions under which each Party shall be given access to and use such information.

AGREEMENT

In consideration of the promises and mutual covenants set forth herein, the Parties hereby agree as follows:

1. Definition of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” means all information and material concerning the Parties, their affiliates, and their subsidiaries, or introductions to persons or entities made by the disclosing party, the identity of which is proprietary to the disclosing Party (“Disclosing Party”) and which is marked or otherwise identified as “confidential” or “proprietary” and which is disclosed to or obtained by the receiving Party (“Receiving Party”), which relates to the Disclosing Party’s past, present, or future business activities or opportunities or Receiving Party’s past, present, or future business activities or opportunities and includes all memoranda, notes, computer programs, files, records, documents, brochures, manuals, or product(s), financial data, or any other information related to the business of Disclosing Party as well as specifications, drawings, sketches, models, samples, reports, plans, forecasts, current or historical data, computer programs documentation, market and business research and plans, trade secrets, customer and employee information, and all other technical, financial or business information, including personal introductions and identity of, or identification of, persons, designated as confidential in writing by the Disclosing Party, or which, by its nature, would be considered confidential Information by the Disclosing Party.

2. Permitted Use and Disclosure. Unless otherwise authorized by prior written notice, the Receiving Party may use Confidential Information received hereunder solely to further the Purpose and only in accordance with the terms of this Agreement. The Receiving Party may permit access to Confidential Information received hereunder only to those principals, employees, prospective investors, professional advisors, or consultants of the Receiving Party who: (a) possess a need to know such Confidential Information and (b) have been informed of the Receiving Party’s obligations hereunder. A breach of any such obligation shall be deemed a material breach hereunder.

3. Use Restrictions. The Receiving Party shall: a. Hold the Confidential Information in complete confidence, and not directly or indirectly disclose, display, reproduce, photocopy, publish, transfer, disseminate, permit access to, or otherwise make available any Confidential Information received hereunder except as provided herein; and b. Not use any Confidential Information received hereunder for any other purpose, including, without limitation, selling, renting, licensing, marketing, or otherwise distributing or realizing gain upon any Confidential Information received hereunder or products or services embodying the same. The Receiving Party agrees to use the same degree of care that it uses to protect its own Confidential Information to prevent against any unauthorized disclosure of Confidential Information, but in no event shall the Receiving Party use less than a reasonable degree of care with the Confidential Information received under this Agreement.

4. Exceptions. The Receiving Party shall have no obligation under this Agreement to maintain in confidence any information that: a. Has been received lawfully and in good faith from a third party, who did not derive it from the Disclosing Party; b. Though originally Confidential Information, subsequently enters the public domain other than by breach of the Receiving Party’s obligations hereunder or by breach of another entity’s confidential obligations, as of the date of it entering the public domain; c. Is shown by documentary evidence to have been independently developed by the Receiving Party, without access to or utilizing any relevant Confidential Information; or d. Is required to be disclosed pursuant to legal, judicial, or governmental process, provided that the Disclosing Party is given prior notice and opportunity to contest such disclosure.

5. Termination. This Agreement shall expire three (3) years from the Effective Date.

6. Non-Circumvention. Until one (1) year from the date of this Agreement, without the written consent of the disclosing Party, the Receiving Party, which includes any affiliates, agents, successors, assigns, or representatives related to Receiving Party, agrees not to enter into negotiations or an agreement in whatever manner or form relating to any Transaction utilizing any Confidential Information received from the Disclosing Party or with any person or entity identified or introduced by the Disclosing Party. This paragraph shall survive expiration or termination of this Agreement

7. Return of Confidential Information. Promptly following the Disclosing Party’s written request, the Receiving Party shall return or destroy all Confidential Information and tangible material received hereunder, and all copies or extras thereof, to the Disclosing Party, except as the Receiving Party may be required to maintain and retain under law or regulation.

8. Equitable Relief. The Parties acknowledge that, because of the unique nature of the Confidential Information, monetary damages alone may not be a sufficient remedy for unauthorized disclosure and use of Confidential Information disclosed hereunder, and that a complaining Party shall be entitled to, in addition to monetary damages, and without waiving any other rights or remedies, seek such injunctive or other equitable relief as may be deemed proper by a court of competent jurisdiction to restrain any continuing or further breach hereof, without showing or proving any actual damages sustained by the Disclosing Party. This paragraph shall survive expiration or termination of this Agreement.

9. Governing Law. This Agreement shall be deemed to have been made in the State of Illinois and shall be construed, and the rights and liabilities determined, in accordance with the laws of the State of Illinois, without regard to the conflicts of the laws principles. The Parties agree that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a State or Federal court of competent jurisdiction sitting in the County of Cook, City of Chicago. This paragraph shall survive expiration or termination of this Agreement

10. Assignment Prohibited. No assignment of this Agreement shall be made without the prior written consent of the other Party.

11. Amendments. Neither Party may amend this Agreement or rescind provisions without the prior written consent of the other Party.

12. Rights and Obligations. The rights and obligations of this Agreement shall inure to the benefit of the successors, beneficiaries of the Parties

13. Counterparts. This Agreement may be executed in several counterparts, each of which shall be an original, and all of which together shall constitute but one and the same instrument.

14. Severability. If any provision of this Agreement shall be held invalid by any court of competent jurisdiction, such provision shall be modified to the extent necessary to make it enforceable, or, if necessary, shall be inoperative and the remainder of this Agreement shall remain binding upon the Parties hereto.

IN WITNESS WHEREOF, the undersigned duly authorized have executed this Agreement as of the above Effective Date:

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