MUTUAL NON-DISCLOSURE AGREEMENT

This Non-disclosure Agreement (this "Agreement") is made effective as of June 20, 2026,  (the "Effective Date"), by and between Cornelius Theron and WHEELS 4 VETERANS (the "Owner"), from 225 Las Palmas St, Royal Palm Beach, Florida 33411, and

BOARD MEMBER MUTUAL NON-DISCLOSURE & RESTRICTIVE COVENANT AGREEMENT

This Agreement strictly protects the Trade Secrets, Proprietary Engineering, and Confidential details regarding the inventions, critical infrastructure technologies, and companies essential to the Water, Energy, and Food (WEF) nexus. This encompasses, but is not limited to: Theron Energy, Theron Aerospace, Theron Air, Wheels 4 Veterans, Real Hot Deals, US Auction Live, Theron Weapons, Theron Solar, Theron Technologies, Theron Generators, Theron H2O, Theron Horticulture, Theron International Foundation, and/or any other entity, product, or invention designed, owned, engineered, or produced by Cornelius B. Theron, his companies, employees, or affiliates (collectively, the "Owner").

The Owner has established these entities to secure American survival and critical infrastructure. The prospective Board Member and Like-Minded Funder (the "Recipient") agrees to absolute adherence in protecting all confidential material and information disclosed between the Owner and the Recipient. Therefore, the parties agree to the following strictly enforced mandates:

I. CONFIDENTIAL INFORMATION. The term "Confidential Information" means any information or material which is proprietary to the Owner, whether or not owned or developed by the Owner, which is not generally known other than by the Owner, and which the Recipient may obtain through any direct or indirect contact with the Owner or the Foundation. Regardless of whether specifically identified as confidential or proprietary, Confidential Information shall include any information provided by the Owner concerning the business, applied science, technology, and information of the Owner and any third party with which the Owner deals. This includes, without limitation: business records and plans, trade secrets, technical data, permanent magnetic and atmospheric water generation engineering, product ideas, contracts, financial information, pricing structures, computer programs, source code, copyrights, intellectual property, inventions, strategic alliances, and client lists. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be highly confidential and critical to national security.

II. EXCLUSIONS. "Confidential Information" does not include:

• Matters of public knowledge that result from authorized disclosure by the Owner;
• Information rightfully received by the Recipient from a third party without a duty of confidentiality;
• Information independently developed by the Recipient with zero reliance on the Owner's IP;
• Information disclosed strictly by operation of law;
• Information disclosed by the Recipient with the explicit, prior written consent of the Owner.

III. PROTECTION OF CONFIDENTIAL INFORMATION. The Recipient understands and acknowledges that the Confidential Information has been developed by the Owner through the investment of significant time, scientific effort, and expense. This information is a valuable, special, and unique asset of the Owner, providing a significant competitive advantage that must be fiercely protected from improper disclosure. In consideration for accessing this information and being considered for a Board of Directors seat, the Recipient agrees as follows:

1. No Disclosure: The Recipient will hold the Confidential Information in absolute confidence and will not disclose it to any person, entity, or foreign interest without the prior written consent of the Owner.
2. No Copying/Modifying: The Recipient will not duplicate, reverse-engineer, or modify any Confidential Information without the prior written consent of the Owner.
3. Unauthorized Use: The Recipient shall promptly advise the Owner if they become aware of any possible unauthorized disclosure or use of the Confidential Information by any party.
4. Application to Employees: The Recipient shall not disclose any Confidential Information to their own employees or associates, except those explicitly required to have the information for the limited purposes of this Agreement, provided each such individual signs a non-disclosure agreement identical to this one at the request of the Owner.

IV. UNAUTHORIZED DISCLOSURE OF INFORMATION - INJUNCTION. If it appears that the Recipient has disclosed (or has threatened to disclose) Confidential Information in violation of this Agreement, the Owner shall be entitled to an immediate injunction to restrain the Recipient from disclosing the information in whole or in part. The Owner shall not be prohibited by this provision from pursuing any and all other legal and financial remedies, including claims for catastrophic losses and damages.

V. NON-CIRCUMVENTION. For a period of twenty (20) years following the termination of this Agreement or the Recipient's departure from the Board, the Recipient will not attempt to do business with, or otherwise solicit, any business contacts, manufacturing partners, or strategic alliances found or referred by the Owner for the purpose of circumventing the Owner. Any such action that prevents the Owner from realizing profit, fees, or operational success without specific written approval is a direct violation of the Recipient's fiduciary duty. If such circumvention occurs, the Owner shall be entitled to any and all revenues or commissions relating to such transactions.

VI. RETURN OF CONFIDENTIAL INFORMATION. Upon the written request of the Owner or immediate termination from the Board, the Recipient shall return all written and digital materials containing the Confidential Information. The Recipient shall deliver to the Owner written statements, signed under oath, certifying that all materials have been returned or securely destroyed within five (5) days of the request.

VII. RELATIONSHIP OF PARTIES. This Agreement does not create any agency, partnership, or joint venture, nor does it grant the Recipient any operational control over the Owner's entities outside the explicit, revocable duties of a Board Member.

VIII. NO WARRANTY. The Recipient acknowledges and agrees that the Confidential Information is provided on an "AS IS" basis. THE OWNER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONFIDENTIAL INFORMATION AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE OWNER BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THE USE OF THIS INFORMATION.

IX. LIMITED LICENSE TO USE. The Recipient shall not acquire any intellectual property rights under this Agreement. The Recipient acknowledges that all Confidential Information, copyrights, patents, and intellectual property rights are, and at all times will remain, the absolute and sole property of the Owner. This remains true even if suggestions, comments, or improvements made by the Recipient during their tenure on the Board are incorporated into the Owner’s operations.

X. INDEMNITY. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, and employees from any third-party claims, demands, liabilities, costs, and expenses (including reasonable attorney's fees) resulting from the indemnifying party's material breach of any duty, representation, or warranty under this Agreement.

XI. ATTORNEY'S FEES. In any legal action between the parties concerning this Agreement or a breach of board fiduciary duties, the prevailing party shall be entitled to recover all reasonable attorneys' fees and court costs.

XII. TERM. The obligations of this Agreement shall survive for twenty (20) years from the Effective Date, or until the Owner sends the Recipient written notice releasing them from this Agreement. Furthermore, the Recipient must continue to protect the Confidential Information received during their vetting and board tenure from unauthorized use or disclosure indefinitely.

XIII. GENERAL PROVISIONS. This Agreement sets forth the entire understanding of the parties regarding confidentiality. Any amendments must be in writing and signed by both parties. This Agreement shall be construed strictly under the laws of the State of Florida. This Agreement shall not be assignable by either party. If any provision is held to be invalid or unenforceable, the remaining portions shall remain in full force and effect to best effectuate the original intent of protecting the Owner's critical infrastructure.

XIV. WHISTLEBLOWER PROTECTION. This Agreement complies with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a government official or attorney solely to report suspected violations of law; or (ii) in a complaint filed under seal.

XV. SIGNATORIES. This Agreement shall be executed by Cornelius B. Theron (Chairman and Owner) and the Recipient (signature below) and delivered in the manner prescribed by law as of the date signed and executed below.

OWNER:

Cornelius B. Theron

Signature:           .

Date:         __May 20, 2026_______________