DocuSign Envelope ID: 41C69242-58D5-4D9C-8618-0A9DEF769026

Confidential

MUTUAL NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT

THIS NON-DISCLOSURE/NON-CIRCUMVENTION AGREEMENT (hereinafter, the or this "Agreement") is

entered into on this date specified hereinbelow by and between the undersigned entities and any of their business
associates, agents or employees (collectivity “Parties”). This Agreement is specifically directed to the Parties' mutual
participation in one or more business transactions involving the purchase, sale, and or brokerage of cryptocurrency
(hereinafter as the “Opportunities”).

WHEREAS, the Parties hereto wish to assure that all Parties shall not, subject to the limitations put forth herein,
directly or indirectly, cause or knowingly allow the disclosure of information or the circumvention of any business
opportunity related to this Agreement by another Party or any outside entity;

WHEREAS, the undersigned have been having discussions recently as intermediaries for the consummation of
certain financial or other transactions and desire to continue such discussions to create one or more financial
transactions pursuant to the Opportunities that are beneficial to the Parties;

WHEREAS, the Parties hereto wish not to disclose and make known to outside parties, unless necessary to
completion of the transaction, the names, locations or business activities of each other or of certain persons, agents,
firms or principals with whom they may be dealing with respects to the Opportunities;

WHEREAS, it is the intention of the Parties to not circumvent each other in transactions, preserve and protect their
contacts and sources in connection with all matters pertaining to any and all financial transactions that may be
consummated as a result of or with relation to the Opportunities,

NOW, THEREFORE, for and in consideration of these and other mutual covenants and agreements herein
contained, the Parties hereto agree as follows:

1. NON-CIRCUMVENTION: In consideration for the promises contained herein, the Parties hereby
irrevocably agree not to circumvent, avoid or bypass, directly or indirectly, Parties and their associates or affiliates
of fees, compensation, commissions or other benefits, financially or otherwise deriving from the transactions
contemplated in this Agreement. Fees, commissions, equity or other benefits are considered earned, and due and
payable concurrently at the first and/or any subsequent funding date. Unless separately introduced without use of
knowledge provided by the other Party, each Party agrees not to make contact directly or indirectly with or be
involved in any transaction with any of the corporations, companies, individuals, or entities that are: a) associated
with or related to the other Party to this Agreement and b) first disclosed to said Party during the course of the
Parties' negotiations, transactions and discussions, without the express written permission of the other Party.

2. CONFIDENTIAL INFORMATION: For purposes of this Agreement, "Confidential Information"

includes, without limitation, the existence of discussions, negotiations and transactions between the Parties and any
information, regardless of the manner or medium (whether oral, written, visual, electronic or any other) furnished
by any Party to another in confidence either before, on or after the date of this Agreement, or which is by its nature
thought to be regarded as confidential, including, without limitation, any Party's costs, prices, customer, dealer and
supplier names and information, financial, tax and accounting information and documentation (including any and
all financial results and statements), business opportunities, stock ownership and financial information, personnel,
research, development, intellectual property (including any and all patentable, trademarkable, or copyrightable
material), and know-how and information received from others that such Party is obligated to keep confidential,
and all analyses, compilations, studies, reports, data, notes and other documentation and materials prepared by the
receiving Party or any of its employees containing or based in whole or in part on any Confidential Information
furnished by the disclosing Party. The term "Confidential Information" does not include information which: (i) at
the time of disclosure to the receiving Party is in the public domain or has subsequently become part of the public
domain through no fault of the receiving Party; (ii) is already possessed by the receiving Party and was not acquired
directly or indirectly from the disclosing Party; (iii) is received by the receiving Party from a third party having no
obligation of confidentiality to the disclosing Party; or (iv) is developed independently by the receiving Party
without breaching this Agreement. Personal Data is defined as any information relating to an identified or
identifiable individual.

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3. NON-DISCLOSURE: Subject to the limitations put forth herein, the Parties each agree not to disclose
information related to this Agreement to any other corporations, companies, individuals, or entities potentially
related or unrelated to this Agreement (hereinafter, "Third Parties"), without the express written permission of the
other Party. No Party will, directly or indirectly, use, disseminate, or disclose Confidential Information of the other
Party, unless such use or disclosure is authorized in writing in advance by the other party to this Agreement. Any
Party receiving Confidential Information will take all reasonable precautions (including, but not limited to, the
initiation and pursuit of any legal or equitable proceeding) necessary to safeguard the Confidential Information of
the other Party from unauthorized use, disclosure, publication or dissemination of such Confidential Information of
the other Party to anyone other than the recipient's employees who require access to such information for the
purposes previously authorized, and shall cause such employees to observe and be bound by the terms of this
Agreement. The foregoing notwithstanding, either Party may disclose Confidential Information to Third Parties
that the disclosing Party reasonably believe to be related to this Agreement or to the Opportunities. Parties also
agree they will comply with their respective obligations under applicable data protection and privacy laws.

4. LEGALLY COMPELLED DISCLOSURE: In the event that a receiving Party or any of its employees,
agents or representatives are legally required (whether by law, regulation or legal process such as deposition,
interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any
Confidential Information of the disclosing Party, such receiving Party shall (a) give the disclosing Party prompt
written notice of such request or requirement so that the disclosing Party may seek a protective order or other
remedy and/or waive compliance with Section 2 of this Agreement, and (b) use its reasonable efforts (at the
disclosing party's expense) to cooperate with the disclosing Party to obtain such protective order or other remedy.
In the event that the disclosing party is not able to obtain such protective order or other remedy or elects to waive
compliance with Section 2 of this Agreement, such receiving Party, upon the disclosing Party's written request,
agrees to (a) obtain a written opinion of counsel (at the sole expense of the disclosing Party) advising the receiving
Party on the Confidential Information that is required to be disclosed and deliver a copy of such written opinion of
counsel to the disclosing Party, (b) furnish only that portion of the Confidential Information that such written
opinion of counsel indicates is legally required to be disclosed, and (c) use its reasonable efforts to obtain assurances
that confidential treatment will be accorded to such Confidential Information.

5. REPRESENTATIONS AND WARRANTIES: Each of the parties acknowledges and agrees that no
Party nor any of its employees, agents, or representatives (a) has made or makes any representation or warranty,
expressed or implied, as to the accuracy or completeness of the Confidential Information or (b) shall have any
liability whatsoever to such Party or its employees, agents, or representatives relating to or resulting from the use
of the Confidential Information in accordance with this Agreement or any errors therein or omissions therefrom.
Only those representations and warranties that are delivered to a party in a fully executed, definitive agreement
regarding a potential transaction (a "Definitive Agreement") will have any legal effect (subject to any limitations
and restrictions set forth therein) and each of the Parties agrees that if it determines to engage in a transaction, such
determination shall be based solely on the terms of a Definitive Agreement and on such Party's investigation,
analysis and assessment of the proposed Transaction. All right, title and interest in and to Confidential Information
shall remain with the disclosing Party.

6. UNAUTHORIZED DISCLOSURE: The receiving party agrees that it shall (a) promptly notify the
disclosing Party of any unauthorized possession, use or knowledge, or attempt thereof, of the Confidential
Information by any person or entity through the receiving Party or its employees, agents and representatives that
may become known to the receiving party or its employees, agents and representatives, (b) promptly furnish to
disclosing party full details of the unauthorized possession, use or knowledge, or attempt thereof, and assist the
disclosing Party in investigating or preventing the recurrence of any unauthorized possession, use or attempt
thereof, of the Confidential Information, (c) cooperate with the disclosing party in any litigation and investigation
against third parties deemed necessary by the disclosing Party to protect proprietary rights, and (d) at the receiving
Party's expense, use reasonable steps to prevent a recurrence of any such unauthorized possession, use or knowledge
or attempt thereof, of the Confidential Information. The receiving Party shall bear the cost it incurs as a result of
compliance

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7. INDEMNITY AND EQUITABLE RELIEF: Subject to the limitation put in the subsequent paragraph,
each Party hereby agrees to indemnify, defend and hold harmless the other Party and its employees, agents and
representatives from and against losses, costs, liabilities, causes of action, claims, expenses (including reasonable
attorneys' fees and expenses), or profits which such Party would have earned or made from any circumvention or
disclosure arising out of or resulting from any unauthorized use or disclosure by such party or its employees, agents
and representatives of the Confidential Information, or any other breach of this Agreement by such Party or its
employees, agents and representatives.

Each of the Parties hereby acknowledges and agrees that (a) the covenants contained in this Agreement are
fundamental for the protection of the other Party's legitimate business and proprietary interests, (b) money damages
would be incalculable and not be a sufficient remedy for any breach of this Agreement by such Party or its
employees, agents and representatives, and (c) the other Party is entitled to specific performance and injunctive or
other equitable relief as a remedy for any such breach without any showing of irreparable harm or damage.

Each of the Parties hereby waives and shall use its reasonable efforts to cause its employees, agents and
representatives to waive, any requirement for the securing or posting of any bond in connection with any such
remedy. Any equitable remedy shall not be deemed to be the exclusive remedy for breach of this Agreement.

In the event of litigation relating to this Agreement, if a court of competent jurisdiction determines that a Party or
its employees, agents and representatives has breached any provision of this Agreement, then such Party agrees to
reimburse the other Party for all of its costs incurred (including reasonable attorneys' fees and expenses), in
connection with such litigation, including any appeals therefrom.

No Party nor any of its employees, agents and representatives shall assert any claims whatsoever against the other
Party or its employees, agents and representatives arising out of or relating to a potential transaction, except as may
otherwise be provided in this Agreement and except for those claims against the Parties to a Definitive Agreement
in accordance with the terms of the Definitive Agreement.

8. AUTHORITY: The undersigned hereby warrant and represent they have the full legal authority to execute
this Agreement on behalf of their business entity and/or their principal when acting as agent and hereby execute this
Agreement under penalty of perjury.

9. TERM: This Agreement shall extend for a period of three (3) years from the date of execution hereof and
is binding on the Parties hereto, their heirs, assigns, executors, administrators and all others succeeding in interest to
any Party either directly or indirectly.

10. ASSIGNABILITY: This Agreement shall not be assignable by a Party without the prior written consent of
the other Party. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by and against the
successors and permitted assigns of each Party to this Agreement.

11. WAIVER: The failure of any Party in any one or more instances to insist upon strict performance of any
terms or provisions of this Agreement, or to exercise any option or remedy which is conferred in this Agreement,
shall not be construed as a waiver or relinquishment to any extent of the right to assert or rely upon any such terms,
provisions, options or remedies on any future occasion.

12. GOVERNING LAW; JURISDICTION; VENUE: This Agreement shall be interpreted, applied pursuant
in accordance with current New York or International Criminal Courts (ICC) 400/500/600 signed between partners
NCND laws. All parties agree to refer any disputes between the parties arising out of or in connection with this
agreement including any questions regarding its existence, validity or termination to arbitration rules of the
International Arbitration Center (IAC). The appointed arbitrator shall hold the proceedings in any country chosen
by the parties and the rules of the IAC shall apply.

13. SEVERABILITY: If any provision of this Agreement shall be found by any court or administrative body
of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not
affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability
shall remain in full force and effect. The Parties hereby agree to attempt to substitute for any invalid or unenforceable

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provision a valid or enforceable provision which achieves to the greatest extent possible the economic, legal and
commercial objectives of the invalid or unenforceable provision.

14. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties regarding
the confidentiality of matters to be disclosed pursuant to this Agreement and supersedes any and all prior oral or
written representations or agreements regarding said matters. This Agreement is neither intended to create, nor shall
it be construed as creating, a joint venture, partnership or other form of business association between the Parties.
Nothing herein shall be intended to create, or be construed as creating an obligation to buy, any products.

15. COUNTERPARTS: This Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original whether received via mail, email or fax, but all of which shall constitute one and the same
agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement on this 6/9/2018 12:30:11 PM PDT

Signature:

Name: Roger Sutton

Company (On behalf of): Penta Partners Group, LLC
Title: Managing Partner

Signature:

Name: Luciano Palmarini

Company (if Applicable, on behalf of):
Title:

Signature:

Name: Abdirahmaan Nur

Company (if Applicable, on behalf of): Orion Growth Strategy
Title: CEO

Signature:

Name: Cesar Marroquin

Company (if Applicable, on behalf of): N/a
Title: Independent

Electronic signature is valid and accepted as hand signature.

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