True Omni LLC, whose address is 4400 N.

Scottsdale Rd Ste 9-295 , Scottsdale, AZ 85251 USA and

____________________________whose address is
(“Company”), as of this day of, 2022 (the “Effective Date”). True Omni and Company are collectively
referred to herein as the “Parties” and each, a “Party”.

TRUE OMNI and Company are about to begin or have begun discussions and negotiations concerning a beneficial business
relationship between them. The Parties desire to safeguard all nonpublic confidential or proprietary information obtained from
the other. In consideration of the foregoing, the Parties further agree as follows:

1. For the purpose of evaluating, establishing or continuing a beneficial business relationship between TRUE OMNI and
COMPANY (the “Purpose”), each party may disclose to the other information about, or relating to, inventions, software,
documentation, know-how, techniques, models, trade secrets and proprietary information, business plans, financial
statements, projections, customers, distributors, suppliers, existing and potential projects, marketing, and other technical,
commercial or financial information which is not in the public domain and which has been reasonably restricted by the
disclosing party as confidential, hereinafter referred to as the “CONFIDENTIAL INFORMATION.” CONFIDENTIAL
INFORMATION disclosed to the receiving party by any affiliate or agent of the disclosing party, or obtained by the receiving
party through access to the facilities or information systems of the disclosing party is subject to this Agreement.

2. Each Party may disclose to the other CONFIDENTIAL INFORMATION either orally or in writing (including graphic material).
Information that is disclosed in writing without an appropriate letter, proprietary stamp or legend, or disclosed orally, shall
constitute CONFIDENTIAL INFORMATION if (a) it would be apparent to a reasonable person, familiar with the disclosing
party’s business and the industry in which it operates, that such information is of a confidential or proprietary nature the
maintenance of which is important to the disclosing party, or if (b) the disclosing party, within thirty (30) days after such
disclosure, delivers to the receiving party a written document or documents describing such information and referencing the
place and date of such oral, visual or written disclosure and the names of the employees or officers of the receiving party to
whom such disclosure was made.

3. Each Party shall not: (i) use the CONFIDENTIAL INFORMATION of the other Party for any reason other than the Purpose;
or (ii) disclose the CONFIDENTIAL INFORMATION of the other Party to any third party; provided, however, that each Party
may disclose the CONFIDENTIAL INFORMATION of the other Party to its affiliates, employees, attorneys, contractors.
accountants, financial advisors or consultants (collectively, “representatives”) having a bona fide need to know the
CONFIDENTIAL INFORMATION for the Purpose, if such representatives are bound in writing to the Party disclosing to them
by obligations of confidentiality at least as restrictive as the terms set forth herein. In the event either Party discloses
CONFIDENTIAL INFORMATION of the other Party to such representatives, such Party shall be liable for any unauthorized
disclosure thereof by such representatives. Each Party shall exercise the same degree of care it normally uses to protect its
own CONFIDENTIAL INFORMATION, but in no event less than reasonable care.

4. Nothing in this Agreement shall be construed as creating an agency, joint venture, partnership or other formal business
relationship or association between the Parties hereto or obligating either Party to purchase from or provide any goods or
services to the other Party. Furthermore, neither Party shall make, have made, use or sell for any purpose any product or
other item using, incorporating, or derived from any CONFIDENTIAL INFORMATION of the other Party.

5. Any CONFIDENTIAL INFORMATION supplied by either Party shall remain the property of the disclosing party, including,
but not limited to, derivatives, summaries, notes, and electronic files (extant and archived) prepared by or on behalf of the
disclosing or receiving party, and nothing in this Agreement shall restrict the disclosing party from using, disclosing or
disseminating its own CONFIDENTIAL INFORMATION in any way. The parties recognize and agree that nothing contained
in this Agreement shall be construed as a grant of any property rights to the receiving party, by license or otherwise, to any
CONFIDENTIAL INFORMATION disclosed pursuant to this Agreement, any invention or any patent right that has been
issued or that may be issued, or any copyright or other rights based on the CONFIDENTIAL INFORMATION. The receiving
party agrees not to remove from view, deface, overprint or change any logo, copyright legend, trademark, ownership or
confidentiality notice appearing on any CONFIDENTIAL INFORMATION and to not reverse engineer, decompile,
disassemble, modify, copy, translate any software or make any attempt to discover the source code of the software nor
permit any third party to do the same.

6. The receiving party shall have no obligation with respect to any CONFIDENTIAL INFORMATION which:
(a) is shown to have been known or developed by the receiving party independent of any disclosure by the other Party; or
(b) is or becomes available to the public through no breach of this Agreement; or
(c) is obtained from a third party legally entitled to disclose the same free of any non-disclosure restrictions.

MUTUAL NON-DISCLOSURE AGREEMENT Rev. FEB 2022 Page 1

 Notwithstanding the foregoing, CONFIDENTIAL INFORMATION shall not be deemed to be in the public domain merely
because any part thereof is embodied in a product or because individual features, components or combinations thereof are
now or become known to the public.
In addition, if the receiving party is requested or required to disclose CONFIDENTIAL INFORMATION of the disclosing party
pursuant to a subpoena or an order of a court or governmental agency, the receiving party shall promptly notify the disclosing
party, shall reasonably cooperate with the disclosing party’s efforts to resist or narrow the request at the disclosing party’s
expense, and shall furnish only such portion of the CONFIDENTIAL INFORMATION as the receiving party is advised by
counsel is legally required to be disclosed.

7. This Agreement shall govern the disclosure of CONFIDENTIAL INFORMATION from the Effective Date, and shall supersede
any other general non-disclosure agreement between the parties, provided that any such other agreement does not
specifically reference, supersede and replace this Agreement. The obligations hereunder with respect to each item of
CONFIDENTIAL INFORMATION shall endure for five (5) years from the date of initial disclosure thereof and survive any
earlier termination of this Agreement, provided that the obligations with respect to trade secrets shall survive for as long as
the disclosing party maintains such trade secret. The receiving party, upon written request by the disclosing party at any
time, shall promptly return all CONFIDENTIAL INFORMATION and any copies thereof to the disclosing party or, if requested,
shall promptly supply the disclosing party with a certificate executed by an authorized officer thereof certifying as to the
completed destruction of the same. Any such return or destruction of CONFIDENTIAL INFORMATION shall not affect the
term of this Agreement or the confidentiality obligations herein. Either Party may terminate this Agreement, with or without
cause, upon prior written notice sent by certified mail, return receipt requested. Such notice shall state the effective date of
termination. Upon termination, each Party's obligations of confidentiality arising prior to the date of termination shall remain
intact.

8. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” THE PARTIES MAKE NO WARRANTIES, EXPRESS,
IMPLIED OR OTHERWISE, REGARDING ITS ACCURACY, COMPLETENESS OR PERFORMANCE, NOR ARE THERE
ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES BY EITHER PARTY TO THE OTHER INCLUDING
WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR ANY RIGHT OF PRIVACY,
OR RIGHTS OF THIRD PERSONS. Neither party shall have any liability to the other party nor its representatives resulting
from the use of, or any business decisions based upon, the CONFIDENTIAL INFORMATION.

9. Each Party shall adhere to applicable U.S. Export Administration Laws and Regulations and shall not export, re-export or
transship, directly or indirectly, any CONFIDENTIAL INFORMATION or products received from the other Party, or the direct
product of such CONFIDENTIAL INFORMATION, to any proscribed country listed in the U.S. Export Administration
Regulations unless properly authorized by the U.S. Government.

10. Each Party acknowledges that the disclosing party may be irreparably harmed and monetary damages may not be a
sufficient remedy for unauthorized use or disclosure of Confidential Information and that in the event of a breach or
threatened breach of this Agreement, the non-breaching Party shall be entitled, without waiving any other rights or remedies,
to seek injunctive or equitable relief.

11. Both parties warrant they shall not disclose to the other Party, their agents or representatives, any CONFIDENTIAL
INFORMATION of any third party to which they may be privy, and shall indemnify and defend the other Party from and
against any and all breaches of this warranty. Without the prior written consent of the other party, neither party shall disclose
to any person (other than such party’s respective representatives) either the fact that discussions or negotiations are taking
place concerning the Purpose or any of the terms, conditions or other facts with respect to the Purpose, including the status
thereof.

12. The parties agree that the obligations of confidentiality arising out of this Agreement shall be binding upon and inure to the
benefit of each Party’s respective successors or assigns. This Agreement supersedes any prior or contemporaneous oral
or written agreement on the same subject matter. Moreover, the parties specifically agree that in the event of a change of
control of a Party, the Party’s obligations of confidentiality hereunder remain binding upon that Party, and CONFIDENTIAL
INFORMATION may not be disclosed to that Party’s new affiliates or parent without the disclosing Party’s prior express
written consent, not to be unreasonably withheld.

13. This Agreement is not assignable or delegable in whole or in part without the written consent of the parties, not to be
unreasonably withheld. This Agreement may not be amended, nor any obligation waived, except by writing and signed by
duly authorized representatives of TRUE OMNI and Company. This Agreement shall be governed and construed by the
laws of state of Arizona, without reference to conflict of law principles. An executed original of this Agreement may be
delivered by facsimile, which shall be binding as an original. The undersigned represent that they are authorized and
empowered to sign on behalf of, and bind, their respective party.

Signature page follows….

MUTUAL NON-DISCLOSURE AGREEMENT Rev. FEB 2022 Page 2

 TRUE OMNI LLC COMPANY:

Signature: Signature:

Name: Douglas Ralston Name:

Title: President/CEO Title:

Date: Date:

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