This Non-Disclosure Agreement (this "Agreement") is entered into as of the date of electronic acceptance below (the "Effective Date"), by and between:

Luna Base Inc., a Delaware corporation, with its principal place of business at 2501 North Harwood Street, Suite 1900, Dallas, TX 75201-1664 ("Company" or "Luna"), and the party identified in the form above ("Recipient" or "Investor").

Company and Recipient may be referred to herein individually as a "Party" and collectively as the "Parties."

Recitals

The Company is engaged in the business of developing AI-powered software delivery solutions and related technologies. The Recipient desires to receive certain confidential information from the Company for the purpose of evaluating a potential investment in the Company (the "Purpose"). The Company is willing to provide such information, subject to the terms and conditions set forth herein.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Confidential Information. "Confidential Information" means any and all non-public information, in any form or medium, disclosed by the Company to the Recipient in connection with the Purpose, including but not limited to: (a) business plans, financial projections, financial statements, revenue figures, pricing information, capitalization tables, and investor materials; (b) trade secrets, inventions, ideas, processes, formulas, source code, algorithms, software architecture, product roadmaps, and technical specifications; (c) all information regarding the Company's proprietary technology platforms, including without limitation Luna Autopilot, Luna Studio, and Luna Core, and any features, functionalities, capabilities, performance metrics, development plans, and technical documentation related thereto; (d) customer lists, contracts, partnerships, and business relationships; (e) marketing strategies, competitive analyses, and market research; (f) information regarding employees, contractors, compensation, and organizational structure; (g) legal matters, intellectual property portfolio, and regulatory compliance; and (h) the fact that investment discussions are taking place and any terms thereof.
2. Exclusions from Confidential Information. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement by the Recipient; (b) was rightfully in the Recipient's possession prior to disclosure by the Company, as demonstrated by the Recipient's contemporaneous written records; (c) is rightfully obtained by the Recipient from a third party who is not bound by any confidentiality obligation to the Company; or (d) is independently developed by the Recipient without use of or reference to the Company's Confidential Information, as demonstrated by the Recipient's contemporaneous written records.
3. Non-Disclosure and Non-Use Obligations. The Recipient agrees to: (a) hold and maintain all Confidential Information in strict confidence; (b) not disclose, publish, or otherwise disseminate any Confidential Information to any third party, except as expressly permitted herein; (c) use the Confidential Information solely for the Purpose and for no other purpose whatsoever; (d) protect the Confidential Information using at least the same degree of care that the Recipient uses to protect its own confidential information, but in no event less than reasonable care; and (e) limit access to Confidential Information to those of its partners, employees, attorneys, accountants, and advisors (collectively, "Representatives") who have a need to know for the Purpose and who are bound by confidentiality obligations at least as restrictive as those set forth herein. The Recipient shall be responsible for any breach of this Agreement by its Representatives.
4. No Trading on Material Non-Public Information. The Recipient acknowledges that the Confidential Information may include material non-public information. The Recipient agrees not to trade in the securities of the Company or any related entity, or tip others to trade, on the basis of any material non-public Confidential Information received hereunder, in violation of applicable securities laws.
5. Legally Required Disclosure. If the Recipient becomes legally required to disclose any Confidential Information, the Recipient shall: (a) provide the Company with prompt written notice of such requirement prior to any disclosure (to the extent legally permitted); (b) cooperate with the Company, at the Company's expense, in seeking a protective order or other appropriate remedy; (c) if disclosure is ultimately required, disclose only that portion of the Confidential Information that is legally required; and (d) use reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to any Confidential Information so disclosed.
6. No Obligation to Proceed. Nothing in this Agreement shall obligate either Party to proceed with any investment transaction, and each Party reserves the right to terminate discussions at any time for any reason or no reason. Neither Party shall have any liability to the other with respect to any investment transaction unless and until a definitive written agreement has been executed and delivered by both Parties.
7. Recipient's Other Activities. The Company acknowledges that the Recipient is in the business of evaluating and making investments in numerous companies, some of which may be competitive with the Company. Nothing in this Agreement shall be construed to limit or restrict the Recipient from: (a) evaluating, investing in, or providing advice to other companies, including companies that may be competitive with the Company; (b) developing or having developed for it products, concepts, systems, or techniques that are similar to or compete with those of the Company, provided that such development does not utilize the Company's Confidential Information; or (c) taking any other action that does not directly result from the use or disclosure of Confidential Information in violation of this Agreement. The Company agrees that the Recipient shall have no obligation to disclose to the Company any information regarding such other investments or activities.
8. Residual Knowledge. Notwithstanding any other provision of this Agreement, the Recipient and its Representatives may retain in their unaided memories Residual Knowledge. "Residual Knowledge" means ideas, concepts, know-how, or techniques that are retained in the unaided memories of the Recipient's Representatives who have had access to Confidential Information, but does not include any specific financial, technical, or business information. The Recipient and its Representatives may use such Residual Knowledge for any purpose, provided that this Section shall not be deemed to grant any license under any intellectual property rights of the Company.
9. No Representations or Warranties. The Recipient acknowledges that the Company makes no representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Recipient agrees that neither the Company nor any of its directors, officers, employees, agents, or advisors shall have any liability to the Recipient or its Representatives relating to or resulting from the use of the Confidential Information or any errors therein or omissions therefrom.
10. Term and Survival. This Agreement shall remain in effect for a period of two (2) years from the Effective Date, unless earlier terminated by either Party upon written notice to the other Party. The obligations of confidentiality and non-use shall survive for a period of five (5) years following the date of disclosure of each item of Confidential Information, or indefinitely with respect to trade secrets.
11. Return or Destruction of Materials. Upon the Company's written request, or upon termination or expiration of this Agreement, the Recipient shall promptly: (a) return to the Company all documents and other materials containing or reflecting Confidential Information; (b) destroy all copies, extracts, summaries, and analyses prepared by the Recipient or its Representatives that contain or reflect any Confidential Information; and (c) certify in writing to the Company that the Recipient has complied with the foregoing. Notwithstanding the foregoing, the Recipient may retain one archival copy of Confidential Information solely for legal or compliance purposes, and the Recipient's Representatives may retain Confidential Information in accordance with their standard document retention policies, provided that any retained materials remain subject to the confidentiality obligations hereunder.
12. Equitable Relief. The Recipient acknowledges that any breach of this Agreement may cause the Company irreparable harm for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to seek equitable relief, including injunction and specific performance, without the necessity of proving actual damages or posting any bond, in addition to any other remedies available at law or in equity.
13. Non-Solicitation. During the term of this Agreement and for a period of twelve (12) months thereafter, the Recipient agrees not to, directly or indirectly, solicit for employment or hire any employee of the Company with whom the Recipient has had contact or about whom the Recipient received Confidential Information, without the Company's prior written consent. This restriction shall not apply to general recruitment activities not specifically targeted at the Company's employees.
14. Intellectual Property. Nothing in this Agreement shall be construed as granting any license or other rights in or to any Confidential Information or any patent, copyright, trademark, trade secret, or other intellectual property right of the Company. All Confidential Information shall remain the sole and exclusive property of the Company.
15. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each Party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in Delaware for any action arising out of or relating to this Agreement.
16. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be binding unless in writing and signed by both Parties.
17. Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and such invalid provision shall be modified to the minimum extent necessary to make it valid and enforeceable while preserving the Parties' original intent.
18. Waiver. No waiver of any provision or breach of this Agreement shall be effective unless in writing signed by the waiving Party. No failure or delay in exercising any right shall operate as a waiver thereof.
19. Counterparts; Electronic Execution. This Agreement may be executed in counterparts. The Parties agree that electronic signatures, including clickwrap acceptance, shall have the same legal effect as original signatures. By clicking "I Accept" or similar affirmative action, each Party acknowledges execution of this Agreement.
20. Assignment. The Recipient may not assign or transfer this Agreement or any rights or obligations hereunder without the Company's prior written consent. Any attempted assignment in violation of this Section shall be void.
21. Notices. All notices shall be in writing and deemed given when delivered personally, sent by confirmed email, or three (3) business days after being sent by certified mail to the addresses set forth above.