MUTUAL CONFIDENTIALITY AGREEMENT This Agreement (the “ Agreement ”) is effective as of the 2nd day of October, 2020 by and between Celero Inc., having its principal place of business at 26 Cherry Street, Tenafly, NJ 07670 (“ Company ” ) and JPMorgan Chase Bank, N.A., a national bank existing under and by virtue of the laws of the United States of America having offices at 383 Madison Avenue, New York, NY 10179, together with its subsidiaries and affiliates (“ Chase ”). WHEREAS, the parties have entered or are about to enter into discussions with each other in connection with a potential prospective business arrangement, including, without limitation, (i) a strategic partnership, (ii) services, payments, merchant processing, technology or platform integration, marketing or licensing arrangement and (iii) other business opportunities that the parties identify from time to time ( “ Project ” ); and WHEREAS, in their discussions the parties may exchange and/or already have exchanged information containing confidential information relating to the Project or the parties generally, the confidential nature of which the parties desire to maintain. NOW, THEREFORE, in consideration of the mutual promises contained herein, Chase and Company hereby agree as follows: 1. “ Confidential Information ” means all information, in tangible or intangible form (including, without limitation, technical, operating, business, marketing, financial and customer information), which one party or its affiliates, directly or indirectly, furnishes orally, in writing or electronically ( “ Disclosing Party ” ) to the other party or its Representatives (as defined below) (collectively, the “ Receiving Party ” ) in connection with the Project, and all notes, analyses, compilations, studies, interpretations, memoranda or other documents (regardless of the form) prepared by the Receiving Party containing, in whole or in part, any such information furnished by the Disclosing Party, and all reproductions of such information. For purposes of this Agreement, the term “ Representative ” means, with respect to any party, its affiliates and the directors, officers, employees, attorneys and agents of such party or its affiliates. 2. Confidential Information does not include information that: (i) is in the Receiving Party’s possession or was available to the Receiving Party prior to its disclosure to the Receiving Party by the Disclosing Party or its Representatives; provided that , to the Receiving Party’s knowledge, the source of such information was not prohibited from transmitting the information to the Receiving Party by any contractual, legal, fiduciary or other obligation; (ii) is or becomes available to the public other than as a result of disclosure by the Receiving Party in violation of this Agreement; (iii) becomes available to the Receiving Party from a source other than the Disclosing Party or its Representatives; provided that, to the Receiving Party’s knowledge, such source is not prohibited from transmitting the information to the Receiving Party by any contractual, legal, fiduciary or other obligation; or (iv) was or is independently developed by the Receiving Party without use of any Confidential Information. 3. With respect to the Disclosing Party's Confidential Information, the Receiving Party shall: (i) keep the Confidential Information in strict confidence; (ii) protect it with the same degree of care as the Receiving Party treats its own Confidential Information, which shall in no event be less than a standard of reasonable care; (iii) not, without the prior written consent of the Disclosing Party, disclose or permit it to be disclosed to anyone other than the Receiving Party's Representatives who have a legitimate need to know the Confidential Information for the Receiving Party to negotiate, conduct due diligence or operational planning, participate in or perform services, with respect to the Project; provided that such Representatives shall be 

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Celero JPMCB NDA 10022020-1.pdf

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