CONFIDENTIALITY AGREEMENT
This Confidentiality Agreement (“Agreement”) is entered into as of October 27, 2025 (“Effective Date”), by and between the individual or entity agreeing to this Confidentiality Agreement (“Receiving Party”), and BIP Operations LLC and Serata Capital Partners, LLC and any of its affiliates and associated investment vehicles (“Disclosing Party”).
Receiving Party and Disclosing Party will engage in discussions regarding a business opportunity (the “Project”), which will include an investment in United Trust Bank.
In connection with the Authorized Purpose (as defined below), Disclosing Party is willing to disclose to Receiving Party certain confidential and proprietary information and material, and Receiving Party is willing to receive such information and material, all in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and the promises contained herein, Receiving Party and Disclosing Party agree as follows:
1. Defined. “Confidential Information” means all proprietary and non-public information relating to the Project disclosed by Disclosing Party to Receiving Party on or after the date hereof.
2. Nonuse and Nondisclosure. Receiving Party will use the Confidential Information solely for evaluating, negotiating and, if applicable, consummating the Project (the “Authorized Purpose”) and not for its own or any third party’s benefit. Receiving Party will hold the Confidential Information in strict confidence, and will not, without the prior written consent of Disclosing Party, copy or disclose any portion thereof to any third party. Receiving Party will employ commercially reasonable steps to protect Confidential Information from unauthorized or inadvertent use or disclosure, including but not limited to all steps that it takes to protect its own information of a similar type. Receiving Party may disclose Confidential Information to its employees, officers, directors, members, managers, partners, affiliates, representatives, agents, auditors, advisors, attorneys, accountants, valuers, consultants and potential financing sources (those of the foregoing that actually receive Confidential Information from or on behalf of Receiving Party are, collectively, “Representatives”) with a reasonable need to know, but only to the extent necessary for Receiving Party to carry out the Authorized Purpose, provided that each such Representative has agreed to abide by the terms of this Agreement. Receiving Party will not be liable for disclosure of Confidential Information pursuant to any law, regulation, legal process or the order, requirement or request of any court or governmental or regulatory authority; provided that, if legally permitted and reasonably practicable, Disclosing Party is notified in writing prior to such disclosure and is given the reasonable opportunity to defend. Receiving Party will take commercially reasonable steps in any such disclosure to have the court or governmental or regulatory authority protect the confidentiality of all Confidential Information so disclosed. Any such disclosure by Receiving Party will, in no way, be deemed to change, alter or diminish the confidential and proprietary status of such Confidential Information.
3. Exclusions. Notwithstanding anything to the contrary in this Agreement, the term “Confidential Information” will not include information that:
(a) is or becomes part of the public domain through no breach of this Agreement on the part of Receiving Party or any of its Representatives;
(b) is already lawfully known to, or in the possession of, Receiving Party or any of its Representatives prior to being disclosed by Disclosing Party to Receiving Party hereunder;
(c) is hereafter rightfully received by Receiving Party or any of its Representatives from a third person not known by Receiving Party to be in breach of any obligation of confidentiality to Disclosing Party with respect to such information; or
(d) was or is independently developed by Receiving Party or any of its Representatives without reference to Confidential Information.
4. Equitable Relief. Receiving Party agrees and acknowledges that any breach of this Agreement may cause Disclosing Party irreparable harm for which monetary damages may be inadequate. Accordingly, Disclosing Party will be entitled to seek, at its sole expense, injunctive or other equitable relief to remedy any threatened or actual breach of this Agreement by Receiving Party.
5. Return of Documents. Upon Disclosing Party’s written request, Receiving Party will promptly return to Disclosing Party or destroy, at Receiving Party’s option, all originals and copies of all documents, records, and copies thereof in its possession that contain Confidential Information. Notwithstanding anything to the contrary in this Agreement, Receiving Party and its Representatives will not be obligated to return or destroy any Confidential Information to the extent that the maintenance of such Confidential Information is required by any law, regulation, rule or internal compliance policy or procedure, including any requirement to retain email on an automated email archival system or relating to the safeguarding or backup storage of electronic data. For purposes of this section, “documents” includes all information fixed in any tangible medium of expression, in whatever form or format.
6. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED BY DISCLOSING PARTY “AS IS” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES REGARDING ITS ACCURACY, COMPLETENESS, PERFORMANCE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, OR ITS MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTHING HEREIN SHALL CONSTITUTE A WAIVER OF ANY CLAIM FOR FRAUD OR FRAUDULENT MISREPRESENTATION.
7. No License. All Confidential Information remains the exclusive property of Disclosing Party and Receiving Party acknowledges and agrees that nothing contained in this Agreement will be construed as granting any rights, by license or otherwise, to any Confidential Information, except as expressly specified in this Agreement.
8. Securities Laws Matters. The parties acknowledge and agree that the purpose of this Agreement is to protect the confidential nature of the Confidential Information, and not to restrict the ability of Receiving Party or any of its Representatives to trade in securities or financial instruments of any issuer (whether physical or derivative, including any OTC derivative or other instrument referenced to such security or financial instrument). Disclosing Party represents that the Confidential Information will not include information that is price sensitive or material non-public with respect to any publicly-traded or listed issuer of securities or financial instruments
9. Term. This Agreement, and all rights and obligations under or in respect of this Agreement, shall terminate upon the earlier of (i) two (2) years after the Effective Date and (ii) the consummation of the Project.
10. General. This Agreement will be governed by the laws of the State of Florida. This Agreement will be binding upon, and will inure to the benefit of the parties and their respective successors and assigns. Any modifications to this Agreement must be in writing and signed by both parties. This Agreement is the complete and exclusive statement regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, oral or written, between the parties regarding the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have agreed this Agreement through their duly authorized representatives as of the Effective Date.
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