EXECUTION COPY

CONFIDENTIALITY AGREEMENT

This Confidentiality Agreement (this “Agreement”), made as of the date of the last signature set forth below (the “Effective Date”), is by and between Firepoker L.L.C-FZ, a company incorporated in the UAE and whose registered office is at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E. (the “Company”), and the person or entity named on the signature page hereto (the “Recipient”).

RECITALS

In connection with discussions between the Company and the Recipient regarding a business concept and related opportunities developed and promoted by the Company (the “Business”), the Company and/or its Representatives (as defined below) will be disclosing to the Recipient certain Confidential Information (as defined below). The Recipient is interested in obtaining the Confidential Information solely for the purpose of reviewing, evaluating and discussing the Business with the Company (the “Purpose”), and this Agreement is entered into in order to protect the Company and the Business from the unauthorised use or disclosure of the Confidential Information. For the avoidance of doubt, nothing in this Agreement, and no disclosure of Confidential Information hereunder, shall constitute an offer, invitation or commitment of any kind by either party.

AGREEMENT

NOW, THEREFORE, in consideration of, and as a condition to, furnishing the Confidential Information to the Recipient, the Recipient, intending to be legally bound, hereby agrees as follows:

1. Interpretation. Unless the context requires otherwise, (a) the gender of all words used in this Agreement includes the masculine, feminine, and neuter, (b) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” or “but not limited to” whether or not they are in fact followed by such words or words of similar import, (c) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, (d) the singular includes the plural and vice versa, and (e) references to any Person (as defined below) include such Person’s respective successors and permitted assigns. This Agreement shall be construed (i) without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted, and (ii) to effectuate the normal and reasonable expectations of a sophisticated party.

2. Defined Terms. As used herein, the term: (a) “Affiliate” means with respect to a Person (i) a Person that, directly or indirectly through one or more intermediaries, Controls or is Controlled by or under common Control with such Person, or (ii) a Person who is a Family Member with respect to such Person or such Person’s Affiliate; (b) “Confidential Information” means, subject to Paragraph 4, any non-public financial, commercial, technical or other information of the Company, the Business or their respective Affiliates that is disclosed or otherwise made available to the Recipient or its Representatives by or on behalf of the Company or its Representatives, whether provided orally, visually, in writing or in any other tangible or intangible form, including the existence and terms of this Agreement, the fact that discussions are taking place with respect to the Business, the status or content of such discussions, and any non-public information about the Company’s, the Business’s or their respective Affiliates’ concept, brand, formats, venues, technology, products, properties, employees, talent and commercial relationships, finances, business plans, prospects, projections, market studies, businesses and operations. Confidential Information includes all notes, analyses, compilations, interpretations or other documents prepared by or for the Recipient or its Representatives, to the extent they contain, reflect or are based upon the Confidential Information; (c) “Control” means with respect to any specified Person, the possession, directly or indirectly, of the power to direct, without the consent of any other Person required, or cause the direction of the management or policies of such Person, whether through ownership of voting securities or other ownership interests, by contract or otherwise, and Control shall not be deemed absent solely because another Person shall have veto power with respect to major decisions (the terms “Controlled” and “Controlling” shall have correlative meanings of Control); (d) “Family Member” means (i) with respect to an individual, such individual’s present spouse or civil partner, ex-spouse or former civil partner, the lineal descendants (including natural and adopted and step children) of the individual and/or his or her spouse or civil partner, and the parents, brothers and sisters of any individual (whether adopted, natural or step), as well as inter-vivos trusts for the benefit of any of the foregoing, or other Person Controlled by them, and (ii) with respect to an estate, the personal representative or any beneficiary thereof who was a spouse or civil partner, brother or sister (whether whole or half-blood), lineal ascendant or descendant of the deceased (or the deceased’s spouse or civil partner) or a trustee or custodian for the benefit of any of them; (e) “Person” means a person or any general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, joint-stock company, cooperative, association or other entity; and (f) “Representatives” means the applicable Person’s directors, managers, officers, employees, agents, advisors, lenders, Affiliates, and current and prospective partners (whether joint venture, equity or otherwise) and their respective directors, managers, officers, employees, agents, advisors and representatives.

3. Confidentiality. The Recipient agrees to retain in strict confidence, and to require its Representatives to retain in strict confidence, any and all Confidential Information furnished to the Recipient or its Representatives by or on behalf of the Company or its Representatives, and to refrain from the use of the Confidential Information (a) for any purpose other than the Purpose, and/or (b) in breach of any applicable law or regulation, including the UK Market Abuse Regulation, the Criminal Justice Act 1993 or the Financial Services and Markets Act 2000. For the avoidance of doubt, the Recipient shall not use the Confidential Information to develop, pursue, replicate or assist any Person in developing, pursuing or replicating any business, product, format or venture that competes with or is substantially similar to the Business. The Recipient (i) shall only disclose the Confidential Information to those Representatives of the Recipient who need access to such Confidential Information for the Purpose, each of whom shall be advised of this Agreement and shall agree in writing to keep the Confidential Information strictly confidential as if they were parties to this Agreement, and (ii) shall take reasonable precautions to ensure that such Representatives will comply with the terms of this Agreement. Without limiting the foregoing, the Recipient will (x) take at least the same measures the Recipient takes to protect the Recipient’s own confidential information, and (y) not discuss the Business or any Confidential Information with any third party, either directly or indirectly, without the prior written consent of the Company. The Recipient shall be liable and responsible to the Company for any breach or threatened breach of the terms of this Agreement by the Recipient’s Representatives, as if such Representatives were direct signatories to this Agreement. ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. The Company expressly disclaims any warranty or representation of any kind with respect to the accuracy or completeness of such information or its suitability for any particular purpose. Neither the Company nor any of its Affiliates or Representatives shall be liable to the Recipient or any of its Affiliates or Representatives in relation to or as a result of the Recipient’s use of any Confidential Information or any errors therein, except in the case of fraud or fraudulent misrepresentation by the Company. All Confidential Information remains the sole and exclusive property of the Company. The Recipient acknowledges and agrees that nothing in this Agreement will be construed as granting any rights in the Confidential Information to the Recipient, whether by licence or otherwise. Nothing herein is intended to obligate either party to this Agreement to enter into any transaction, arrangement or further agreement of any kind, and either party may terminate discussions, without liability, at any time and for any reason.

4. Exclusions. The term “Confidential Information” shall not include information which: (a) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or its Representatives; (b) was known by, or available to, the Recipient on a non-confidential basis before the disclosure of such information to the Recipient or its Representatives hereunder, as demonstrated by the written records of the Recipient; (c) becomes available to the Recipient on a non-confidential basis from a source other than the Company or its Representatives hereunder, as demonstrated by the written records of the Recipient; provided, however, that such source is not bound by a confidentiality agreement or similar agreement or undertaking with, or duty to, the Company, its Affiliates or their respective Representatives, and that such source is not otherwise prohibited from transmitting the information to the Recipient or its Representatives by a contractual, legal or fiduciary obligation of which the Recipient has knowledge; (d) is disclosed in making a protected disclosure within the meaning of the Public Interest Disclosure Act 1998 or the Employment Rights Act 1996, or in reporting or communicating possible violations of law or regulation to any governmental or regulatory authority (including the Financial Conduct Authority); and/or (e) is required to be disclosed in connection with the resolution of any dispute between the Company and the Recipient involving this Agreement.

5. Return of Information. The Recipient agrees (a) to maintain strict control over all copies or duplicates of any Confidential Information in its possession or in the possession of its Representatives and shall return or destroy all copies (including electronic copies) promptly in the event the Recipient elects not to proceed with discussions regarding the Business or otherwise at the request of the Company, and (b) if requested by the Company, certify in writing to such return or destruction; provided, that the Recipient and its Representatives may retain copies of the Confidential Information solely to the extent (i) required by applicable law or regulation or (ii) created by technical, automatic archiving or backup processes maintained in the ordinary course of business. Any portion of the Confidential Information in the possession of the Recipient or its Representatives which is not so returned or destroyed shall be held by the Recipient and kept subject to the terms of this Agreement.

6. Notice of Required Disclosure. The Recipient will notify the Company within twenty-four (24) hours of learning of any unauthorised release, disclosure or use of the Confidential Information. If the Recipient is requested or required (by oral questions, interrogatories, requests for information or documents, court order, regulatory request, or other legal or regulatory process) to disclose any Confidential Information, the Recipient shall, to the fullest extent permitted by applicable law, provide the Company with prompt written notice of any such request or requirement so that the Company may take, at its sole cost and expense, appropriate action prior to any such disclosure. If, failing the entry of a protective order or other appropriate remedy, the Recipient is, in the opinion of its counsel (which may be internal counsel), compelled to disclose any Confidential Information, the Recipient may disclose only that portion of the Confidential Information that its counsel advises it is compelled to disclose. In any event, the Recipient shall not oppose action by, and will cooperate with, the Company, at the Company’s option and expense, to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information. All references to the Recipient in this paragraph shall be deemed to include the Recipient’s Representatives.

7. Term. This Agreement will remain in effect for three (3) years from the Effective Date. The Recipient’s obligations (including non-use and non-disclosure) under this Agreement shall, unless otherwise expressly provided in this Agreement, continue for three (3) years following the Agreement’s expiration. Neither party shall have any obligation to disclose any Confidential Information, enter discussions, negotiate in good faith or continue any arrangement or agreement relating to the Business or any other matter, except as agreed to in writing by the parties.

8. Equitable Relief. The Recipient acknowledges that a breach of this Agreement may cause irreparable injury to the Company for which damages alone would not be an adequate remedy, and the Company shall be entitled to seek injunctive relief, specific performance and any other equitable remedy for any breach or threatened breach of this Agreement by the Recipient or its Representatives, in addition to any other remedies available at law or in equity. Such remedy(ies) shall not be deemed to be the exclusive remedy under this Agreement but shall be in addition to all other remedies available to the Company.

9. Indemnity and Costs. The Recipient agrees to indemnify, defend and hold the Company harmless from any loss, claim, damage and/or expense, including all costs of prosecution and defence of the Company’s rights and interests hereunder, including appellate proceedings and including (without limiting the generality of the foregoing) reasonable legal fees and all costs and expenses of litigation (and costs of collection), arising from or growing out of the Recipient’s or its Representatives’ breach of any provision of this Agreement. The Company shall be entitled to choose its own counsel.

10. Governing Law and Jurisdiction. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England and Wales. The Recipient hereby irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation, and/or the enforcement of any rights or remedies under this Agreement, and waives any objection to proceedings in such courts on the grounds of venue or forum non conveniens.

11. Amendments; No Deemed Waiver. This Agreement may only be amended or modified in a written document executed by both parties. If the Company at any time waives any rights hereunder resulting from any breach by the Recipient or its Representatives of any of the provisions of this Agreement, such waiver is not to be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. Resort to any remedies referred to herein shall not be construed as a waiver of any other rights and remedies to which the Company may be entitled under this Agreement or otherwise.

12. Enforceability. If any term or provision of this Agreement shall be deemed to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

13. Binding Effect. This Agreement shall be binding upon the successors and assigns of the Recipient. The Recipient may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.

14. Entire Agreement; Third Party Rights. This Agreement represents the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Each party acknowledges that in entering into this Agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement, provided that nothing in this clause shall limit or exclude any liability for fraud. Save as expressly provided herein, a person who is not a party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. For the avoidance of doubt, the parties hereto agree that this Agreement supersedes any other terms and conditions of access to any electronic data room applicable to the Recipient or its Representatives.

15. Counterparts; Electronic Signature. This Agreement may be executed in any number of counterparts (whether original, facsimile, portable document format or otherwise), each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The parties agree that the electronic signature of a party shall be as valid as an original signature of such party, shall be effective to bind such party, and that any electronically signed document shall be deemed (a) to be “written” or “in writing,” (b) to have been signed and (c) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files.

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Signature Page

Confidentiality Agreement

IN WITNESS WHEREOF, this Agreement has been executed by a duly authorised officer or representative of the Recipient and of the Company as of the date first above written.