Mutual Confidentiality Agreement

MUTUAL CONFIDENTIALITY AGREEMENT
WolfTRI short form, version 2026.10.01

This Agreement is between Wolf Transactional Risk, LLC, a Delaware limited liability company ("WolfTRI"), and the company identified in Schedule A (the "Company"). WolfTRI has signed in advance, for this standard text and the Schedule A elections only. The Agreement takes effect when the Company accepts it (the "Effective Date").

1. Purpose

The parties will exchange information so that WolfTRI can evaluate, market and place transactional risk insurance, including representations and warranties, tax and contingent risk insurance, for transactions the Company or its Affiliates are considering (each, a "Transaction"), and so that the Company can evaluate WolfTRI (the "Purpose"). "Affiliate" means an entity that controls, is controlled by or is under common control with a party and, for the Company, each fund, investment vehicle, general partner, manager and portfolio company the Company manages or controls. A Company Affiliate whose information is disclosed under this Agreement, or that joins under Section 13, may enforce WolfTRI's obligations as to that information.

2. Confidential Information

(a) "Company Information" means nonpublic information that WolfTRI or its Permitted Recipients receive from or on behalf of the Company or its Affiliates concerning them, their investors or a Transaction, including the existence and participants of a Transaction and any notes, analyses and submissions reflecting it, whether or not marked confidential.

(b) "WolfTRI Information" means information WolfTRI identifies in writing as confidential when it discloses it, other than quotations, indications, policy forms, coverage positions and pricing, which the Company may use and share for a Transaction.

(c) Neither term includes information the recipient can show by written record (i) is public through no breach of this Agreement, (ii) it lawfully held without a duty of confidentiality before disclosure, (iii) it received from a third party free to disclose it, or (iv) it developed independently.

3. WolfTRI's obligations

(a) Use and care. WolfTRI will use Company Information only for the Purpose and protect it with at least reasonable care.

(b) Permitted Recipients. WolfTRI may disclose Company Information, as needed for the Purpose, to its personnel and counsel and to the recipients permitted in Schedule A (together, "Permitted Recipients"). WolfTRI will require each recipient it engages to protect and use Company Information consistently with this Agreement and is responsible for that recipient's breach. An insurer may share Company Information with its underwriting personnel, counsel and reinsurers who are bound by professional duties or confidentiality obligations; WolfTRI is not responsible for persons an insurer alone selects or controls, or for a recipient independently bound to the Company. The Company may add or remove recipients by email.

(c) No-names outreach. Unless Schedule A permits named outreach, WolfTRI will give insurers only non-identifying deal-profile information reasonably needed to assess interest. WolfTRI will give an insurer identifying information only after the Company approves that insurer by email and the insurer is bound by a customary confidentiality undertaking benefiting the Company that covers its counsel and reinsurers. The Company may withdraw an approval for future disclosures. If the Company does not approve an insurer that received a no-names submission, or withdraws its approval, WolfTRI will ask that insurer to return or destroy it.

(d) Software. Unless the Company opts out in Schedule A, WolfTRI may process Company Information with service providers and AI tools that are selected for security and bound in writing to confidentiality, purpose limitation, deletion within a reasonable period, and a prohibition on model training or other secondary use. WolfTRI will use reasonable settings to limit retention and access and is responsible for providers it engages. An opt-out does not restrict ordinary non-AI hosting, security, communications or record-keeping systems.

(e) No contact. WolfTRI will not contact the target, its owners, management, lenders or advisors about a Transaction except at the Company's direction.

(f) Securities and data. WolfTRI will handle Company Information in compliance with applicable securities and data-protection laws, process personal data only as reasonably needed for the Purpose, and maintain reasonable safeguards. WolfTRI will notify the Company without undue delay, and in any event within 72 hours after discovery, of any unauthorized access to, use of or disclosure of Company Information, and will reasonably cooperate in mitigation.

(g) Other restrictions. Before sharing information subject to a seller, target or data-room confidentiality agreement, the Company will tell WolfTRI of any restriction stricter than this Agreement. On request, WolfTRI will sign a customary confidentiality agreement or joinder required by the seller, target or data room, which governs the information within its scope.

4. The Company's obligations

The Company will use WolfTRI Information only for the Purpose, protect it with reasonable care, and disclose it only as reasonably needed for a Transaction to its Affiliates, its and their personnel and advisors, investors, lenders and co-investors, and the target and its advisors. The Company will tell those recipients the information is confidential and is responsible for recipients acting at its direction, except recipients independently bound to WolfTRI.

5. Required disclosures

A party may disclose Confidential Information as required by applicable law, binding legal process, an insurance-regulatory examination, audit or request, or a notice to its professional liability insurer. Where lawful and practicable, it will give the other party prompt notice, disclose only what is reasonably required, request confidential treatment, and reasonably cooperate, at the other party's expense, in seeking protection. No advance notice is required for a routine regulatory examination not directed at the other party or a Transaction, or where notice could violate law or a regulator's instruction or impair insurance coverage.

6. Return and retention

On the Company's request, and in any event when the Purpose ends, WolfTRI will return or destroy Company Information and confirm this in writing. WolfTRI may keep copies required by applicable law, a regulator, its insurance obligations or its documented record-retention policies, and copies in routine backups, used only for those purposes and subject to this Agreement.

7. No warranty, advice or obligation

Confidential Information is provided as is, but each disclosing party represents that it is authorized to disclose it for the Purpose. WolfTRI is an insurance producer, not a law firm; it does not provide legal advice, and nothing under this Agreement creates an attorney-client relationship. Neither party must disclose information, proceed with a Transaction, engage the other or pay any fee; any engagement will be in a separate writing, and any compensation to WolfTRI will be disclosed in writing before coverage is bound. This Agreement creates no agency, partnership, joint venture or fiduciary relationship, and each party may do business with others.

8. Term

This Agreement covers information disclosed until either party ends the exchange by written notice. The obligations in Sections 3 and 4 continue for each disclosure for the period elected in Schedule A (three years if none), measured from that disclosure, and for information that qualifies as a trade secret under applicable law, for as long as it qualifies. The rest of this Agreement survives as needed to give those obligations effect.

9. Remedies

A breach may cause irreparable harm for which damages are inadequate. The disclosing party may seek injunctive or other equitable relief, without bond to the extent the court permits, in addition to other remedies.

10. Governing law; venue; jury waiver

This Agreement is governed by the law of the state elected in Schedule A, and each party submits to the exclusive jurisdiction of the state and federal courts for the venue elected in Schedule A. Without a valid election, the law and courts of the state of the Company's principal office apply. EACH PARTY, HAVING HAD THE OPPORTUNITY TO CONSULT COUNSEL, KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

11. General

This Agreement, with its Schedules, is the entire agreement on its subject. It may be amended only in a writing signed by both parties, except that the Company may change Permitted Recipients and approve or withdraw approval of insurers by email. Notices are effective on receipt by email at the addresses in Schedule A (for WolfTRI, info@wolftri.com). WolfTRI may not assign this Agreement without the Company's consent; the Company may assign it to an Affiliate or a successor. An unenforceable provision will be enforced to the maximum extent permitted, and the rest continues. This Agreement may be signed in counterparts and electronically. By affirmatively accepting a WolfTRI acceptance form, including at wolftri.com or in WolfTRI's app in ChatGPT or Claude, the individual accepting represents having authority to bind the Company named in Schedule A and agrees on its behalf to this Agreement, including Schedule A and the jury waiver. WolfTRI's acceptance record identifies the version of this Agreement, the Company, the individual and title, the date and time of acceptance and the final elections. WolfTRI will deliver the accepted Agreement and acceptance record to the Company by download link at acceptance and by email.

12. Proposed changes

The Company may accept this Agreement and, in the same acceptance, propose changes. The standard terms apply until WolfTRI accepts a proposed change by email, when that change takes effect. WolfTRI will respond within two business days. A proposal made without acceptance is not acceptance.

13. Joinder

A Company Affiliate, or a co-investor, lender, seller, target or advisor the Company designates, may join this Agreement by accepting Schedule B, either (a) as a Representative of the Company, bound by Section 4 as to information it receives and entitled to enforce WolfTRI's obligations as to information it provides, or (b) as a separate Company party, bound by this Agreement and the elections in its Joinder. A Joinder is effective on acceptance without further signature by WolfTRI.

WOLF TRANSACTIONAL RISK, LLC
By: /s/ Scott Wolf
Name: Scott Wolf
Title: Founder and Managing Member
Signed in advance for the standard text and the Schedule A elections; effective on the Company's acceptance.

Schedule A - Company and elections

One choice per item. Where no choice is made, the default applies.

A-1. Company: legal name; entity type and jurisdiction of organization; state of principal office; notice email; accepting individual's name and title.

A-2. Governing law: the State of ____. Venue: the state and federal courts for ____ (county and state, or state). Default: the state of the Company's principal office and its courts.

A-3. Term of obligations (Section 8): 2 years; 3 years (default); 5 years; or other.

A-4. Permitted Recipients (Section 3(b)), in addition to WolfTRI's personnel and counsel: one wholesale brokerage platform with a dedicated transactional risk team, identified to the Company on request (required); prospective insurers and their underwriting personnel, underwriting counsel and reinsurers, under Sections 3(b) and 3(c) (required); WolfTRI's independent contractors supporting the placement, named on request and bound in writing (optional); other recipients the Company names (optional).

A-5. Outreach basis (Section 3(c)), select one: no-names outreach (default); named outreach only to insurers the Company lists; or named outreach to any insurer once it is bound by a confidentiality undertaking benefiting the Company.

A-6. AI processing (Section 3(d)), select one: permitted (default); or prohibited, in which case ordinary non-AI systems remain permitted.

Schedule B - Joinder

The joining party named below joins the Mutual Confidentiality Agreement between Wolf Transactional Risk, LLC and the Company named below under Section 13, effective on acceptance. The individual accepting represents having authority to bind the joining party.

Capacity, select one: Representative of the Company under Section 13(a) (default); or separate Company party under Section 13(b), adopting the Company's Schedule A elections unless it states its own.

WolfTRI acknowledges each Joinder in advance; no further WolfTRI signature is required.