MAXF Limited Partner NDA Access
Please review the full Non-Disclosure Agreement below. Complete your details and provide your electronic signature. After you submit, you’ll receive a confirmation email for your records and be directed to the MAXF Dataroom.

MAXF VCOC LLC

Limited Partner Non-Disclosure Agreement (Dataroom Access)

This Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of the last signature below (the

“Effective Date”) by and between MAXF VCOC LLC, a Delaware limited liability company acting on behalf of MAXF

Fund I LP, MAXF Fund II LP, and MAXF ADGM Feeder Fund L.P. (collectively, the “Funds,” and together with MAXF VCOC

LLC, the “Disclosing Party”), and the undersigned entity or individual (the “Recipient” or “Prospective Limited Partner”).

The Disclosing Party and the Recipient are referred to individually as a “Party” and collectively as the “Parties.”

1. Purpose

MAXF has established a secure electronic data room (the “Dataroom”) containing confidential and proprietary

information regarding the Funds and their affiliates.

The Recipient seeks access solely to evaluate a potential investment in one or more of the Funds (the “Permitted

Purpose”).

Access is granted strictly under the terms of this Agreement.

2. Definition of Confidential Information

“Confidential Information” means all non-public information disclosed or made available by the Disclosing Party,

whether written, oral, visual, or electronic, including without limitation:

• Fund offering documents (PPMs, LPAs, Subscription Agreements, DDQs, presentations, term sheets);

• Portfolio, pipeline, valuation, financial, legal, tax, operational, and strategic materials;

• Names or details of investors, service providers, counterparties, or affiliates; and

• Any notes, summaries, or analyses prepared by the Recipient that contain or reflect such information.

3. Exclusions

Confidential Information does not include information that:

(a) becomes public through no breach of this Agreement;

(b) was lawfully known to the Recipient prior to disclosure;

(c) is received from a third party without restriction; or

(d) is independently developed without reference to the Confidential Information.

4. Use and Non-Disclosure

The Recipient shall:

  1. Use the Confidential Information only for the Permitted Purpose;

  2. Restrict disclosure to its Representatives (directors, officers, partners, employees, legal counsel, auditors, or

  3. advisers) who have a need to know and are bound by obligations at least as protective as this Agreement;

  4. Be responsible for any breach by its Representatives; and

  5. Employ no less than a commercially reasonable standard of care to protect the Confidential Information.

  6. The Recipient shall not copy, download, photograph, or reproduce any materials except as expressly authorized in writing by MAXF, nor share login credentials or attempt to circumvent Dataroom controls.

5. Authorized Representatives

The Recipient may designate up to two (2) Representatives (in addition to the signatory) to receive access for

evaluation purposes.All such persons are deemed bound by the Recipient’s obligations under this Agreement.

6. Compelled Disclosure

If the Recipient or its Representatives are required by law, regulation, or court order to disclose any Confidential

Information, the Recipient shall (to the extent legally permissible) promptly notify MAXF in writing so that protective

measures may be sought.

Only the minimum information legally required shall be disclosed, and the Recipient shall use reasonable efforts to

obtain confidential treatment.

7. Data Protection

To the extent Confidential Information includes personal data, the Recipient shall process it solely for the Permitted

Purpose and in compliance with applicable privacy laws (including the EU GDPR, UK GDPR, and ADGM Data Protection

Regulations) and shall implement appropriate technical and organizational safeguards.

8. Non-Solicitation

For two (2) years following the Effective Date, the Recipient shall not directly or indirectly solicit for employment or

engagement any employee, officer, consultant, or adviser of MAXF, MoonshotNX, or MaxNX Advisory Inc. known

through the Dataroom, except via general non-targeted recruiting.

9. Return or Destruction

Upon written request by MAXF—or automatically upon (a) the Recipient’s decision not to invest or (b) termination of

Dataroom access—the Recipient shall promptly destroy or return all Confidential Information (including copies and

derivations) and certify such destruction or return in writing.

10. No Representation or Obligation

The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy or completeness of any

Confidential Information.

Nothing herein obligates MAXF to proceed with any transaction or offer to sell any interest in the Funds.

11. Ownership

All Confidential Information remains the exclusive property of MAXF.

No license or other right is granted except the limited right to review for the Permitted Purpose.

12. Term and Survival

This Agreement remains in effect until the later of (a) five (5) years after termination of the Recipient’s Dataroom access,

or (b) five (5) years after the Recipient ceases to hold any interest in any Fund.

All confidentiality, non-use, non-solicitation, and data-protection obligations survive termination.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed under the laws of the State of Delaware, without regard to conflicts

principles.

Each Party irrevocably submits to the exclusive jurisdiction of the Delaware Court of Chancery (and any competent

Delaware state or federal court) for all disputes arising hereunder.

14. Entire Agreement and Amendment

This Agreement constitutes the entire understanding between the Parties regarding the subject matter and supersedes

all prior communications or understandings.

No amendment or waiver shall be valid unless in a written instrument executed by both Parties.

15. Execution and Effective Date

This Agreement may be executed electronically (including via e-signature or PDF) and in counterparts, each deemed

an original.

The Effective Date is the date of the last Party’s signature.

Electronic signatures are valid and binding to the fullest extent permitted by law.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. By signing electronically, you

agree to the MAXF Limited Partner NDA. Electronic signatures are legally binding under ESIGN, UETA, and eIDAS.

SIGNED BY RECIPIENT (PRIOR TO ACCESS): This agreement is electronically execute by the recipient. Recipient

acceptance via the MAXF website constitutes a binding signature under the U.S. ESIGN Act, UETA, and eIDAS.

Electronic Acceptance and Binding Effect

By accessing the MAXF Dataroom or submitting identifying information, name, and electronic acknowledgment

through the MAXF website or associated online form, the Recipient expressly agrees to be bound by all terms of this

Non-Disclosure Agreement as of the date of submission (the “Effective Date”).

Such electronic acceptance shall constitute a valid, binding, and enforceable execution of this Agreement by the

Recipient under applicable electronic signature laws, including the U.S. Electronic Signatures in Global and National

Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), and the EU eIDAS Regulation.

The Recipient acknowledges that no physical or wet-ink signature is required for the Agreement to be effective and

enforceable, and that submission of the acknowledgment form on the MAXF website shall have the same legal effect

as manual execution of this Agreement.

This Agreement is executed electronically. Recipient acceptance via the MAXF website constitutes a legally binding

signature.

Execution by Disclosing Party

This Agreement has been duly executed by MAXF VCOC LLC, acting on behalf of MAXF Fund I LP, MAXF Fund II LP, and

MAXF ADGM Feeder Fund L.P., as of the date below.

COUNTERSIGNED BY MAXF VCOC LLC

(acting on behalf of MAXF Fund I LP, MAXF Fund II LP, and MAXF ADGM Feeder Fund L.P.)

All notices under this Agreement shall be sent to:

MAXF VCOC LLC — Legal & Compliance Department

169 Madison Avenue, Suite 2283, New York, NY 10016 USA

Email: sarah@maxnx.com

Compliance Statement

This Agreement has been drafted to align with ILPA Best-Practice Standards for confidentiality, investor data protection,

and institutional due-diligence governance, and complies with Delaware law and ESIGN/UETA/eIDAS requirements for

enforceable electronic signatures.

Private & Confidential : Maxvxfund.com 102025

Version 1.3 – November 2025

This agreement is electronically executed. Recipient acceptance via the MAXF website constitutes a binding signature under the U.S. ESIGN Act, UETA, and eIDAS.

This page records the date/time of your submission. By submitting the form, you execute the MAXF LP NDA (v1.3 — Nov 2025). Electronic signatures are legally binding under ESIGN, UETA, and eIDAS.