Thundercrest Limited, Winace Limited and Crestick Limited
28 Fitzwilliam Street Lower
Dublin 2
Ireland
Non-disclosure Agreement (“NDA”)

BETWEEN :

Thundercrest Limited, Winace Limited and Crestick Limited. ("together, the Discloser") is a company whose registered office is at 28 Fitzwilliam Street Lower, Dublin 2, Dublin, Ireland.
(hereinafter "Discloser ");

AND

(the "Recipient"), a company whose registered office is at .
(hereinafter " ")
Hereinafter referred to collectively as the "Parties" and individually as a "Party".

THE FOLLOWING TERMS AND CONDITIONS APPLY:

(A)
This NDA pertains to the sale of the Three-Point Portfolio comprising 3 assets located in Ireland.

(B)
In this context, the parties have expressed their intent to exchange confidential information.

(C)
In order to guarantee the confidentiality of that information, the Parties have decided to enter into this NDA agreement (the "Agreement").

(D)
The Agreement extends to subsidiaries, shareholders and shareholding companies of the Parties.

1 Object

1.1 In consideration of and as a condition to the communication of the Confidential Information (as defined below) by the Discloser or its advisors to the Recipient, the Recipient acknowledges the confidential nature of the Confidential Information that it or its Representatives (as such term is defined below) may receive and undertakes to treat and keep it confidential, not to disclose it either directly or indirectly to any third party without the prior written consent of the Discloser and to refrain from doing certain acts described in this Agreement.

1.2 The Recipient and its Representatives undertake to protect the Confidential Information and to prevent any unauthorized access, disclosure or use.

2 Confidential information

For the purposes of this Agreement, the term Confidential Information shall mean any information of any kind or medium, written or oral, including, but not limited to, e-mail, facsimile, drawings, listings, software, tables, electronic copies of documents, data, pictorial reproductions, digitized information, which has come into the possession of the Recipient or its Representatives prior to or subsequent to the signature of this NDA and which relates to the Project or the Discloser and more generally to its organization, its strategic, financial, commercial, technical, fiscal and legal policies, to the discussions between the Parties and to this Agreement as well as anything related thereto.

3 Exceptions

3.1 Confidential Information does not include :

(a)
Any information that is or subsequently becomes available publicly or in publications without such disclosure being the result of a breach of confidentiality by the Recipient or its Representatives;

(b)
Any information that has been communicated by a third party to the Recipient without restriction as to its use;

(c)
Any information already known to the Recipient or its Representatives;

(d)
Any information whose communication has been authorized by the Discloser in writing, without restrictions;

(e)
Any information that must be disclosed pursuant to a legal or regulatory obligation or a judicial request, in accordance with Article 7 of this Agreement.

4 Use of Confidential Information

4.1 The Recipient may disclose the Confidential Information to its employees, directors, and representatives, counsel and associates (the "Representatives") provided that such Representatives need to know the Confidential Information in order to perform their duties under the rights and obligations set forth in this Agreement.

4.2 The Recipient shall be jointly and severally liable with its Representatives for compliance by the latter with their obligations under this Agreement.

5 Ownership of Confidential Information

5.1 The Recipient acknowledges that the Confidential Information is and shall remain the exclusive property of the Discloser. No provision or disclosure of any Confidential Information by the Discloser or its advisors shall be construed as granting any license or right to use or communicate the Confidential Information, except as provided in this Agreement.

5.2 Nothing in this Agreement shall be construed as conferring any license or right under any trademark, patent, copyright or other intellectual or industrial property right or any other right with respect to the Confidential Information.

5.3 The Discloser and its advisors accept no responsibility for the accuracy of the information provided under this Agreement and the Discloser and its advisors exclude any liability to the Recipient or its Representatives arising from the use of the Confidential Information or the erroneous or incomplete nature thereof.

6 Return of Confidential Information

6.1 Upon expiration of the validity or termination of this Agreement, and at the request of the Discloser, the Recipient shall promptly return the Confidential Information, together with any copy thereof in any form whatsoever, together with a sworn statement that the Recipient has not retained any copies or originals of such Confidential Information, whether directly or indirectly, within seven days of the Discloser's request.

6.2 Documentation prepared by the Recipient containing Confidential Information, such as transcripts, analyses or studies, will not be returned to the Discloser but will be destroyed, including in its electronic version, with the exception of a version for archiving, provided that such retention is made necessary by a law or regulation in force. In this case, the Recipient will provide a sworn statement to the effect that it has not retained any other copy of the Confidential Information other than the archival version.

7 Communication request

If the Recipient or any person who has received the Confidential Information is requested to disclose all or part of the Confidential Information as part of a judicial or administrative proceeding or investigation or similar proceeding initiated by a competent court or by a governmental or administrative authority, the Recipient undertakes to:

(a) Notify the Discloser immediately of the existence, terms and circumstances of such request,

(b) Consult the Discloser on the advisability of taking precautionary or defensive measures not to communicate or to restrict the communication requested,

(c) Give the Discloser the opportunity to defend itself, limit demand or protect itself against such demand,

(d) If the disclosure of Confidential Information is unavoidable, provide only that portion of the Confidential Information that is necessary or appropriate in the circumstances of the case and obtain confidential treatment from the authority to which it is disclosed.

8 Advertising

Any public announcement relating to the existence of this Agreement and/or discussions between the Parties must be approved in advance in writing by each of the Parties.

9 Duration

9.1 This Agreement shall take effect on the date hereof and shall remain in force for two (2) years, or such other date as the Parties may agree. However, the information communicated by the Discloser may in no way be communicated or used for purposes other than those referred to in (A) of the preamble to this Agreement.

10 Applicable law and jurisdiction

10.1 This Agreement, its consequences and its interpretation are governed by Irish law.

10.2 Disputes arising out of or in connection with this Agreement shall be finally settled by the competent courts of Ireland.

Execution:
For the Discloser
Thundercrest Limited, Winace Limited and Crestick Limited
For the Recipient
Signature:
Signature:
Date:
Date: