Legal

Buyer Confidentiality, Non-Circumvention and Non-Solicitation Agreement

Version 1.1. Effective date October 31, 2026.

This Agreement is between you (the "Buyer") and Sellvara Inc. ("Sellvara"), acting on its own behalf and as agent for each seller whose business you access through the Sellvara platform (each a "Seller"). Each Seller has authorized Sellvara to enter into this Agreement on its behalf, and each Seller may enforce it directly.

You accept this Agreement once, electronically, before your first access request. It then applies to every Listing you request or receive access to, and for each Listing it operates as a separate agreement on the same terms, starting on that Listing's Access Date.

1. Definitions

"Access Date" for a Listing means the earlier of the date you request access to it and the date you first receive any Confidential Information about it.

"Business" means the business described in a Listing, including its affiliates, assets and shares.

"Confidential Information" means all information, in any form, about a Business or its Seller that you or your Representatives receive through the Platform, from the Seller, from any advisor acting for the Seller or from Sellvara, whether before or after you accept this Agreement, and whether or not marked confidential. It includes the identity of the Business and the Seller; the fact that the Business is or may be for sale and the status of any discussions; financial information, documents, contracts, leases and employee, customer and supplier information; data room contents; messages and discussions; and all notes, analyses, compilations, forecasts and other materials prepared by you or your Representatives that contain or reflect any of it ("Derivative Materials").

Confidential Information does not include information that you can show, by written records, (a) is or becomes publicly available other than through a breach of this Agreement; (b) was lawfully in your possession before you received it, without any duty of confidentiality; (c) you received from a third party who was not under a duty of confidentiality; or (d) you developed independently without using any Confidential Information. Information is not excluded only because some parts of it are public. A public teaser is not confidential by itself, but its connection to an identified Business is.

"Listing" means a business listing or test-the-market profile on the Platform.

"Permitted Purpose" means evaluating, negotiating and completing your acquisition of a Business.

"Personal Information" means information about an identifiable individual.

"Platform" means sellvara.com and the related services operated by Sellvara.

"Representatives" means your directors, officers, employees, legal counsel, accountants and financial advisers, and any co-investors or lenders you have disclosed to Sellvara, in each case only if they need to know the Confidential Information for the Permitted Purpose.

"Transaction" means any acquisition, directly or indirectly, of all or a material part of a Business or its shares or assets, and any merger, amalgamation, investment, joint venture, lease, licence or management arrangement that would give you or anyone acting with you control of a Business or substantially all of its economic benefit.

2. Use and confidentiality

2.1 Use. You will use Confidential Information only for the Permitted Purpose, and never to compete with a Business or in any way that harms a Seller.

2.2 Disclosure. You will keep Confidential Information strictly confidential and will not disclose it to anyone except your Representatives who need to know it for the Permitted Purpose, who have been told it is confidential and who are bound by confidentiality obligations at least as protective as this Agreement. You are responsible for any breach by your Representatives as if it were your own.

2.3 Safeguards. You will protect Confidential Information with at least the care you use for your own most sensitive information, and never less than reasonable care. You will not enter Confidential Information into any public or third-party artificial intelligence tool or other service that may keep it or use it to train models. You will not copy, download or distribute data room documents except as reasonably necessary for the Permitted Purpose.

2.4 Unauthorized disclosure. If you become aware of any unauthorized use or disclosure of Confidential Information, you will notify Sellvara promptly at legal@sellvara.com and cooperate to limit the harm.

2.5 Legally required disclosure. If a law, court or regulator requires you to disclose Confidential Information, you will, where legally permitted, give Sellvara and the Seller prompt written notice so the Seller can seek a protective order, cooperate with those efforts and disclose only the part you are legally required to disclose.

3. Personal information

For any Personal Information included in Confidential Information, you will:

1. use and disclose it solely for purposes related to the Transaction;
2. protect it with security safeguards appropriate to its sensitivity;
3. if you do not proceed with the Transaction, return or destroy it within a reasonable time, and in any case as section 7 requires; and
4. if a Transaction is completed, enter into any agreement and give any notices that applicable privacy law requires of parties to a completed business transaction.

You will not contact any individual whose Personal Information you receive, except as section 5 permits.

4. Non-circumvention

4.1 Restriction. For 20 months from the Access Date for a Listing (the "Protected Period"), you will not, directly or indirectly, alone or through or together with any affiliate, related person, Representative or other person acting with you or on your behalf:

1. complete or attempt to complete a Transaction involving that Business other than through Sellvara's process;
2. negotiate or enter into any agreement with the Seller or its owners about a Transaction outside the Platform, unless Sellvara consents in writing; or
3. use any Confidential Information to pursue that Business through another broker, intermediary or channel.

4.2 Sellvara's loss. You acknowledge that Sellvara invests significant effort in introducing buyers to Sellers and protecting their confidential information. If you, or anyone acting with you, complete a Transaction in breach of section 4.1, Sellvara may recover its loss. This does not limit the Seller's rights, or any other remedy for any other breach of this Agreement.

4.3 Transactions through Sellvara. A Transaction completed through Sellvara's process is not a breach of this section.

5. No contact and non-solicitation

5.1 Contact. Until the Seller approves your access request, you will communicate with the Seller about the Business only through Platform messaging. Whether or not you are approved, you will not contact any employee, customer, supplier, landlord or lender of the Business about the Business or a Transaction without the Seller's prior written consent.

5.2 Non-solicitation. For 18 months from the Access Date for a Listing, you will not, directly or indirectly:

1. solicit for employment or engagement, or hire or engage, any employee or contractor of the Business whom you learned about through Confidential Information; or
2. solicit any customer or supplier of the Business whom you learned about through Confidential Information to stop or reduce doing business with the Business or to move that business to you.

General job advertisements not directed at the Business's employees, and hiring someone who responds to one, are not a breach of this section.

5.3 Completed acquisitions. The restrictions in this section end for a Business if you complete a Transaction for it through Sellvara's process.

6. No representations and no obligation

6.1 No representations. Neither the Seller nor Sellvara makes any representation or warranty about the accuracy or completeness of any Confidential Information. Only the representations and warranties in a signed definitive agreement will have any legal effect. Sellvara does not verify Seller information, and neither the Seller nor Sellvara is liable to you for your use of Confidential Information.

6.2 No obligation to proceed. No agreement for a Transaction exists unless and until a definitive written agreement is signed. A Seller may change its sale process, decline to proceed, end discussions or revoke your access at any time, for any reason, without liability.

6.3 No licence. All Confidential Information remains the property of the Seller. This Agreement does not give you any licence or other right in it.

7. Return or destruction

Within 10 business days after the earliest of a written request from the Seller or Sellvara, your decision not to proceed, and the Seller revoking your access or withdrawing the Listing, you will stop using all Confidential Information and return or destroy it, including all Derivative Materials. If asked, you will confirm this in writing.

You may keep copies held in automatic electronic backups, or copies you must keep by law or professional rules, if they are not accessed for any other purpose, are kept confidential and are destroyed in the ordinary course. Your obligations under this Agreement continue for as long as you keep them.

8. Term

8.1 Confidentiality. Your confidentiality obligations for each Listing last for 2 years from its Access Date. Your obligations for Personal Information, and for anything you keep under section 7, last for as long as you hold it.

8.2 Restrictions. The non-circumvention restriction lasts 20 months and the non-solicitation restriction lasts 18 months from the Access Date for each Listing.

8.3 Survival. Closing your account or losing access to a Listing does not end any obligation under this Agreement.

9. Your representations

You represent that:

1. you have authority to enter into this Agreement and, if you act for an organization, to bind it;
2. you are acting as a principal for yourself or the organization you represent, and not as a broker, finder or agent for any undisclosed person; and
3. you will tell Sellvara about any co-investor, lender or partner before sharing Confidential Information with them, and they will be your Representatives under this Agreement.

10. Monitoring

Your access to Listings and data room documents is logged, and documents may be marked with your name. These records may be used as evidence of what you accessed and when.

11. Remedies

11.1 Reasonableness. You acknowledge that the restrictions in sections 4 and 5 are reasonable in length and scope, are limited to Businesses and people you learn about through Sellvara, and are necessary to protect the legitimate interests of Sellers and Sellvara.

11.2 Injunctions. A breach of this Agreement may cause irreparable harm for which damages would not be an adequate remedy. The Seller and Sellvara are each entitled to seek an injunction and specific performance to prevent or stop a breach, in addition to any other remedy, without having to prove actual damages and, to the extent the court permits, without posting security.

11.3 Indemnity. You will indemnify the Seller and Sellvara for all losses, costs and reasonable legal fees arising from any breach of this Agreement by you or your Representatives.

12. General

Governing law. This Agreement is governed by the laws of Ontario and the federal laws of Canada that apply there. The courts of Ontario have exclusive jurisdiction, except that the Seller or Sellvara may seek injunctive relief in any court with jurisdiction.

Definitive agreement. If you and a Seller sign a definitive agreement or a separate confidentiality agreement for a Business, its confidentiality terms govern from then on for that Business, except that sections 4 and 11 continue to apply in Sellvara's favour.

Severability. If any part of this Agreement is found unenforceable, it is severed and the rest remains in effect.

No waiver. Not enforcing a right is not a waiver of it.

Assignment. You may not assign this Agreement. Sellvara and each Seller may assign their rights to a successor, and a Seller may assign its rights to a purchaser of its Business.

Amendment. This Agreement may be amended only in writing by Sellvara. An amendment does not apply to Confidential Information you received before it takes effect unless you agree.

Electronic acceptance. Your electronic acceptance has the same effect as a signature. Sellvara's record of your acceptance, including the version, date, time and IP address, is evidence that you accepted this Agreement.

Notices. Notices to Sellvara must be sent to legal@sellvara.com.

Acceptance

By checking the box and clicking "I agree", you confirm that you have read and agree to this Agreement and, if you act for an organization, that you have authority to bind it.