NDA Terms and Conditions

Non-Disclosure Agreement
This Non-Disclosure Agreement (the “Agreement”) governs access to confidential information relating to the Valkyrie Revival Fund and associated entities.

1. Parties. This Agreement is entered into between: Valkyrie Revival GP Ltd., a company incorporated under the laws of the British Virgin Islands (the “Disclosing Party”); And You, being any individual or entity accessing materials via the Valkyrie Revival Fund investor portal (the “Recipient”).

2. Acceptance and Effectiveness. This Agreement becomes legally binding upon the Recipient’s electronic acceptance, including by checking a box or similar digital acknowledgment prior to accessing any materials. The Recipient represents that they are authorized to accept this Agreement on behalf of themselves and/or any organization they represent.

3. Purpose. The Recipient agrees that any Confidential Information (as defined below) will be used solely for the purpose of evaluating a potential investment in the Valkyrie Revival Fund and its affiliated investment vehicles (the “Purpose”).

4. Definition of Confidential Information. “Confidential Information” means any and all information and data, whether or not marked as confidential, disclosed directly or indirectly by or on behalf of the Disclosing Party or any affiliated entity, including without limitation: a. any information or data including but not limited to identity of all the Parties involved, negotiations and any and all arrangements among the Parties, any reports, analyses, compilations, studies, interpretations, assumptions, estimates, projections, forecasts and records, relating to its financial situation, customers, business strategies, prospects, marketing, planning, programming, technical, pricing, legal and other information, ideas, know-how, concept, designs, specifications, data and development, whether in written, electronic, photographic and/or other forms; b. any information that would be regarded as confidential by a reasonable businessperson on or relating to the business affairs, financial, operational, strategic, or commercial information; c. investor materials, presentations, and reports; d. business plans, forecasts, models, and analyses; e. the existence and status of discussions between the parties regarding this information; f. any information relating to the Valkyrie Revival Fund and its affiliated entities (the “Fund Group”); g. the existence and terms of this Agreement; and h. any information or analysis derived from any of the Confidential Information. i. For the avoidance of doubt, Confidential Information shall be deemed to include any information relating to the Fund Group, whether disclosed directly by the Disclosing Party or indirectly through any affiliate, adviser, service provider, portfolio company, or operating or service entity (including Prytaneum Partners Operations Ltd.), whether or not such entity is a Party to this Agreement. Confidential Information includes information disclosed through digital platforms, data rooms, presentations, documents, or communications of any kind.

5. Obligations of the Recipient. The Recipient agrees to: a. keep all Confidential Information strictly confidential; b. use the Confidential Information solely for the Purpose; c. not disclose Confidential Information to any third party without prior written consent; d. only share Confidential Information with representatives who have a need to know and are bound by equivalent confidentiality obligations; e. implement reasonable security measures to protect the Confidential Information; f. not copy, reproduce, or distribute materials except as necessary for the Purpose. g. at the written request of the Disclosing Party, or in any event of termination of this Agreement, except as permitted herein, return all documents or other records containing Confidential Information (together with any notes, sketches, drawing and/or copies thereof) to the Disclosing Party or destroy them (if so instructed by the Disclosing Party), and to expunge and destroy any Confidential Information from any computer within a reasonable period of time and confirm to the Disclosing Party that it has done so. h. Notwithstanding Clause 2.a-g, the Receiving Party may disclose Confidential Information to its Representatives to the extent that it is either required by law (or required by their duties stipulated by law) or necessary for the Purpose, and in any event prior to any such disclosure to any Representative the Receiving Party shall ensure without revealing the fact and contents of the Purpose more than necessary, that such Representative understands that what will be disclosed to him/her/it is strictly confidential and complies with the terms of this Agreement as if the Representative were a party hereto. The Parties agree that any disclosure of Confidential Information will be limited to as few of such Receiving Party’s Representatives as possible who have a definite need to know such Confidential Information. The Receiving Party shall be responsible for any breach of the terms of this letter by a Representative as if the Receiving Party were the party that had breached them, unless and until such Representative has entered into a direct confidentiality undertaking with the Disclosing Party in relation to the Purpose in a form which is acceptable to the Disclosing Party.

6. Exclusions. The obligations of confidentiality shall not apply to information that: is publicly available without breach of this Agreement; was already lawfully in the Recipient’s possession; is received from a third party without breach of any obligation; is independently developed without use of Confidential Information, and; notwithstanding Clause 2, the Receiving Party may disclose Confidential Information to its Representatives to the extent that it is either required by law (or required by their duties stipulated by law) or necessary for the Purpose, and in any event prior to any such disclosure to any Representative the Receiving Party shall ensure without revealing the fact and contents of the Purpose more than necessary, that such Representative understands that what will be disclosed to him/her/it is strictly confidential and complies with the terms of this Agreement as if the Representative were a party hereto. The Parties agree that any disclosure of Confidential Information will be limited to as few of such Receiving Party’s Representatives as possible who have a definite need to know such Confidential Information. The Receiving Party shall be responsible for any breach of the terms of this letter by a Representative as if the Receiving Party were the party that had breached them, unless and until such Representative has entered into a direct confidentiality undertaking with the Disclosing Party in relation to the Purpose in a form which is acceptable to the Disclosing Party.

7. Return or Destruction. Upon request by the Disclosing Party, or if the Recipient ceases to evaluate the opportunity, the Recipient shall promptly delete or destroy all Confidential Information, except where retention is required by law.

8. No representation or Warranty. All Confidential Information is provided “as is” without any representation or warranty as to accuracy or completeness. The Disclosing Party shall have no liability for use of such information.

9. No rights or license. No license or rights are granted to the Recipient in respect of any intellectual property or Confidential Information except as expressly set forth herein.

10. Injunctive relief. The Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm. The Disclosing Party shall be entitled to seek injunctive or equitable relief in addition to any other remedies available at law.

11. Term. This Agreement shall remain in effect for one (1) year. Confidentiality obligations shall continue for three (3) years from the date of receipt of the relevant Confidential Information.

12. No Obligation. Nothing in this Agreement obligates the Disclosing Party to proceed with any transaction or relationship.

13. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction corresponding to the Recipient’s primary residence (if an individual) or principal place of business (if an entity), as represented by the Recipient at the time of acceptance of this Agreement, as follows: Canada: the laws of the Province of Ontario and the federal laws of Canada applicable therein; United States: the laws of the State of Delaware; United Kingdom or European Union: the laws of England and Wales. The applicable jurisdiction shall be determined based on the Recipient’s representations at the time of acceptance of this Agreement, and the Disclosing Party may rely conclusively on such representations. In each case, the Recipient agrees that any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the applicable jurisdiction set forth above.

14. Entire Agreement. This Agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior discussions.

By accessing materials, the Recipient acknowledges and agrees to be legally bound by this Agreement.