🔒 Confidential Investor Materials

CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT

Effective Date:

THIS CONFIDENTIALITY, NON-DISCLOSURE AND NON-COMPETE AGREEMENT (this "Agreement") is entered and effective as of the date signed below between Tray IQ LLC, a Missouri limited liability company ("Disclosing Party" or "Company"), with its principal place of business in Columbia, Missouri, and the individual or entity signing below ("Receiving Party" or "Investor").

WHEREAS, Disclosing Party owns and operates a business that owns, licenses, and operates location tracking systems used for surgical trays in hospitals and surgical centers (the "Business"); and

WHEREAS, Disclosing Party desires to furnish and disclose to the Receiving Party certain confidential information for the purposes of evaluating potential investment opportunities, business relationships, or strategic partnerships with the Company (collectively, the "Purpose"); and

WHEREAS, Receiving Party desires to review, examine, inspect or obtain the Confidential Information provided by the Disclosing Party only for the Purpose described above, and to otherwise hold such information confidential pursuant to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and the disclosure of Confidential Information, the Parties hereto agree as follows:

1. Definition of Confidential Information

"Confidential Information" means all non-public proprietary or confidential information of the Disclosing Party, including, but not limited to:

• All tangible materials, documents or writings, as well as intangible information such as electronic communications and oral disclosures
• Financial information, patient and client information, customer and vendor information
• Ideas, new business opportunities, proprietary information, research and development
• Trade secrets, inventions, technology, software, designs, specifications, and algorithms
• Business plans, marketing strategies, FDA regulatory strategies, and testing protocols
• Pricing information, cost structures, and revenue models
• Personnel information, supplier relationships, and manufacturing processes
• Any other information that a reasonable person would consider confidential or proprietary

Confidential Information does not include information that: (a) was publicly available prior to disclosure; (b) becomes publicly available through no breach of this Agreement; (c) was independently developed by Receiving Party without use of Confidential Information; or (d) was rightfully received from a third party without confidentiality obligations.

2. Obligations of Receiving Party

In connection with the Purpose, Disclosing Party may disclose Confidential Information to the Receiving Party. Subject to the terms of this Agreement, the Receiving Party shall:

• Non-Disclosure: Not disclose the Confidential Information to any third parties without prior written consent
• Confidentiality: Hold the Confidential Information in trust and confidence at all times
• Use Restriction: Use the Confidential Information only for the Purpose and not for any other purpose
• Legal Disclosure: If required by valid subpoena, court order or statute to disclose Confidential Information, promptly notify Disclosing Party and cooperate with any protective order

3. Copies and Ownership

The Receiving Party shall not make or retain any photocopies or other copies of the Confidential Information, or summaries thereof, in any form or medium, without the express written permission of the Disclosing Party. Disclosing Party retains its entire right, title, and interest in and to all Confidential Information, and no disclosure of Confidential Information hereunder will be construed as a license, assignment, or other transfer of any such right, title, and interest to the Receiving Party.

4. Return of Materials

At the conclusion of any discussions or negotiations between the Parties hereto, or upon demand by the Disclosing Party, the Receiving Party shall return all Confidential Information in whatever form or medium, including photocopies or other copies to the Disclosing Party or, at Disclosing Party's option, destroy and erase all Confidential Information and certify such destruction and erasure to the Disclosing Party.

5. Security Precautions

Receiving Party shall take reasonable security precautions, at least as great as the precautions it takes to protect its own confidential information, to keep confidential the Confidential Information. Receiving Party may disclose Confidential Information only to Receiving Party's employees or consultants on a need-to-know basis. Receiving Party shall instruct all employees and consultants given access to the information to maintain confidentiality and to refrain from making unauthorized use or disclosure of any Confidential Information.

6. Non-Compete Obligation

For a period of two (2) years from the date of this Agreement, the Receiving Party agrees not to:

• Develop, market, or sell products or services that directly compete with Tray IQ's medical tray tracking and sterilization monitoring solutions
• Solicit or hire employees, contractors, or advisors of Tray IQ LLC
• Use Confidential Information to develop competing products, even if developed independently
• Contact or interfere with Tray IQ's customers, suppliers, or business partners for competitive purposes

7. No Obligation to Disclose

This Agreement imposes no obligation on either Party to disclose any Confidential Information or to negotiate for, enter into, or otherwise pursue the purpose contemplated herein. Disclosing Party makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the Confidential Information, and will have no liability to Receiving Party or any other person relating to Receiving Party's use of any of the Confidential Information or any errors therein or omissions therefrom.

8. Remedies

The Parties agree that any disclosure of Confidential Information by Disclosing Party to Receiving Party, before or after the execution of this Agreement, is governed by this Agreement. The Parties covenant and agree that, in the event of a breach or threatened breach of this Agreement by Receiving Party, Disclosing Party shall (in addition to any other rights or remedies available hereunder or at law or in equity) be entitled to seek and obtain temporary restraining orders, preliminary injunctions, and permanent injunctions against Receiving Party.

9. Legal Fees and Governing Law

The prevailing Party in any suit or action to enforce this Agreement shall be entitled to collect from the other Party all costs and expenses incurred, including reasonable attorney fees. This Agreement and all matters relating hereto are governed by, and construed in accordance with, the laws of the State of Missouri. The Parties waive the right to a jury trial with respect to any suit or dispute resulting hereunder.

10. Term

This Agreement will continue until either Party provides the other Party with written notice of termination. All obligations of the Parties hereunder relating to non-use and non-disclosure of Confidential Information will survive any termination for a period of five (5) years.

11. Severability

If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect. Should any of the obligations of this Agreement be found illegal or unenforceable as being too broad with respect to the duration, scope or subject matter thereof, such obligations shall be deemed and construed to be reduced to the maximum duration, scope or subject matter allowable by law.

12. Entire Agreement

This Agreement constitutes the entire agreement of the Parties with respect to its subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties. No amendment or modification of this Agreement shall be deemed effective unless and until executed in writing by both Parties hereto.

13. Independent Development

The terms of confidentiality under this Agreement shall not be construed to limit either Party's right to independently develop or acquire products without use of the other Party's Confidential Information.

14. Construction

Each of the Parties has had the opportunity to be represented by legal counsel of its own choice. This Agreement has been negotiated among the Parties and if there is any ambiguity, no presumption construing the Agreement against a party is imposed because this Agreement was prepared by counsel for one party or counsel for another party.

📊 SEC ACCREDITED INVESTOR ACKNOWLEDGMENT

In accordance with Rule 501 of Regulation D promulgated under the Securities Act of 1933, I acknowledge and represent that I qualify as an "Accredited Investor" under one or more of the following categories:

Individual Accredited Investor Qualifications

• Net Worth Test: I have a net worth (or joint net worth with my spouse/spousal equivalent) exceeding $1,000,000, excluding the value of my primary residence
• Income Test: I have had individual income exceeding $200,000 (or joint income with spouse/spousal equivalent exceeding $300,000) in each of the two most recent years and reasonably expect to reach the same income level in the current year
• Professional Certifications: I hold a Series 7, Series 65, or Series 82 license in good standing
• Knowledgeable Employee: I am a knowledgeable employee of a private fund investing in the issuer

Entity Accredited Investor Qualifications

• A bank, savings and loan association, insurance company, registered investment company, or business development company
• An employee benefit plan with total assets exceeding $5,000,000, or whose investment decisions are made by a plan fiduciary that is a bank, insurance company, or registered investment advisor
• A charitable organization, corporation, or partnership with assets exceeding $5,000,000
• A trust with assets exceeding $5,000,000, not formed specifically to acquire the securities offered
• An entity in which all equity owners are accredited investors
• A family office with at least $5,000,000 in assets under management and its family clients

Investment Risks Acknowledgment

By proceeding, I acknowledge that:

• High Risk: Investments in early-stage companies involve a high degree of risk, including the risk of total loss of investment
• Illiquidity: Securities in private companies are typically illiquid and may not be sold or transferred without restriction
• No Guarantee: There is no guarantee of returns, and past performance is not indicative of future results
• Due Diligence: I am responsible for conducting my own due diligence and consulting with financial, legal, and tax advisors
• Suitability: I am investing only amounts I can afford to lose without affecting my lifestyle
• SEC Exemption: This offering is made pursuant to an exemption from registration under the Securities Act of 1933 and is not subject to the same disclosure requirements as registered securities

⚠️ Important Notice: The securities offered have not been registered under the Securities Act of 1933, as amended, or qualified under any state securities laws. These securities are being offered in reliance on exemptions from registration requirements. The offering materials are provided for informational purposes only and do not constitute an offer to sell or solicitation of an offer to buy securities in any jurisdiction where such offer or sale would be unlawful.