Co-Creation Memorandum of Understanding (MoU) and Non- Disclosure Agreement (NDA)

This Co-Creation MoU and NDA ("MoU") is made and entered into on this 08th day of July, 2025 (“Effective Date”), by and between:

FidTech Innovations Pte Ltd, a company incorporated under the laws of Singapore, having UEN 202439716E and its principal place of business at 3 Temasek Avenue, #17-01, Centennial Tower, Singapore 039190  (hereinafter referred to as "Party A"); and

WhaleFlow Group Ltd, a company organized and existing under the laws of Colorado, U.S. Profit Corporation, having Entity ID 20231495126 and its registered office at 1312 17TH ST UNIT NUM 2955 DENVER CO 80202 US ; (hereinafter referred to as "Party B").

Party A and Party B are individually referred to as a "Party" and collectively referred to as the "Parties."

RECITALS

WHEREAS, Party A is the owner of proprietary blockchain-based tokenization infrastructure and associated software tools including the rootVX Chain ("Party A Infrastructure"), and uses this technology to tokenize a variety of assets, including but not limited to real-world assets (RWAs), intangible assets, digital rights, loyalty points, and other legally recognizable forms of value;

WHEREAS, Party A, has the knowhow and expertise to undertake the initial tokenization of Assets (defined below) using the Party A Infrastructure and may enable Token discovery through network partners;

WHEREAS, Party B owns, manages, originates, or otherwise holds sufficient rights, interest and/or authority over the Assets (whether tokenised by Party A or by a third party) for the purpose of this MoU, whether through direct ownership, licensing, contractual rights, or fiduciary duty, and whether such Assets constitute RWAs or otherwise intangible or hybrid forms of value;

WHEREAS, the Parties intend to collaborate in exploring the co-creation of tokenized assets and supporting infrastructure using the RootVX platform. This includes information exchange, product exploration, co-marketing, and visibility efforts. Party A may, as part of this collaboration, make such tokenized assets discoverable to qualified parties by means of displaying informational content via its proprietary digital interfaces, investor dashboards, affiliated channels, or selected third-party content and distribution platforms — strictly for informational and discovery purposes, without custodying assets or funds, or providing investment advice;

WHEREAS, the Parties express their mutual intention to collaborate on certain activities, including but not limited to co-marketing and business development efforts, in support of the objectives of this MoU;

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. DEFINITIONS
  1. “Affiliate” in relation to a Party, means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control.
  2. "Asset" means any underlying asset, utility, right, interest, entitlement, or other legally recognizable unit of value or economic interest, whether tangible, intangible, including but not limited to equity interests, debt obligations, commodities, real estate, intellectual property, or access rights to a digital platform or service.
  3. “Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities or other ownership interests, by contract or otherwise, and the terms “controlling” and “controlled” shall be construed accordingly;
  4. “Confidential Information” will include any non-public information,  whether in written, oral, graphic, electronic or any other form, including without limitation, sales,  cost and other unpublished financial information, product and business plans, business projections,  pricing, and marketing data, business, financial, technical and other information, user manuals,  forecasts, analyses, software, and processes, which information is marked or indicated at the time  of disclosure or observation as being “Confidential” or “Proprietary,” or which would be deemed  by a reasonable person to be confidential or proprietary in nature. The provisions of this MoU  will be treated as each Party’s Confidential Information.
  5. “Intellectual Property Rights” means all intellectual property rights including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all and other intellectual property rights, in each case whether registered or unregistered  and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
  6. "Platform" refers to all digital or physical channels under the operational or contractual control of Party A or its Affiliates or designated partners through which Tokens may be made available for access, preview, subscription, investment, or purchase.
  7. “rootVX Chain” means the underlying blockchain infrastructure developed and maintained by Party A or its Affiliates.
  8. “Token” means a cryptographically secured digital representation of rights, value or interest that is created, recorded, and transferred using distributed ledger or blockchain technology, and that may represent ownership of, or entitlement to an Asset.
  9. “Tokenized Assets” means the Assets that will be tokenized by Party A in accordance with the terms of this MoU;
  1. CO-CREATION, CO-MARKETING AND BRANDING
  1. Co-Creation – The Parties may co-create Tokenized Assets and/or may enable discovery of the Tokenized Assets through the RootVX ecosystem. The list and specifications of the Assets available for tokenisation or discovery can be shared by the Parties via email or other agreed digital channels.
  2. Co-Marketing – The Parties may collaborate on mutually approved marketing activities related to this partnership, including but not limited to X Spaces, Discord events, LinkedIn webinars, milestone announcements, blog posts, and case studies. Neither Party will engage in activities or communications that may reasonably be considered disparaging of the other Party.
  3. Branding and Visibility – Each Party grants the other Party, during the term of this MoU, a limited, non-transferrable license to use its name, logo, and branding in digital dashboards, token detail pages, offering listings, investor-facing materials, and other visual or functional representations of the collaboration, for the purposes of visibility, discovery, and investor education — provided such use remains consistent with the agreed scope of this collaboration and subject to mutual approval where required.
  4. Content Usage – Party A may reference Party B’s name, logo, and tokenized asset details in deal showcases, investor materials, and partnership content across Party A’s managed or affiliated platforms, subject to reasonable care and alignment with Party B’s brand integrity. Any usage outside this scope will require Party B’s prior written consent.
  1. INTELLECTUAL PROPERTY
  1. Each Party acknowledges and agrees that all rights, title, and interest, including all Intellectual Property Rights, in and to any materials, content, technology, trademarks, trade names, logos, software, documentation, data, or other proprietary information owned or developed by that Party (whether prior to or independent of this MoU) shall remain the sole and exclusive property of that respective Party.
  2. Nothing in this MoU shall be construed as a transfer, assignment, or license of any such Intellectual Property Rights, or confer upon either Party any rights or ownership interest in the Intellectual Property Rights of the other Party unless otherwise expressly agreed.
  1. CONFIDENTIALITY
  1. Confidentiality Obligations. Each Party will maintain the confidentiality of the other Party’s Confidential Information using reasonable efforts but in no event less than the same efforts as it uses to maintain  the confidentiality of its own Confidential Information. The Party receiving Confidential  Information under this MoU will hold in confidence, and will not disclose any Confidential  Information to any party other than those approved by the disclosing Party in writing, or to the  receiving Party’s personnel, representatives, agents and contractors who have a need to know the  Confidential Information in connection with the receiving Party’s performance of its obligations  under this MoU, and who are bound by a written agreement, to protect the confidentiality of  such Confidential Information. The receiving Party and its personnel, agents, and contractors will  use such Confidential Information only to perform its obligations under this MoU and will  not use or exploit such Confidential Information for its own benefit or the benefit of another without  the prior written consent of the disclosing Party. The receiving Party will be fully responsible for  any breach of this MoU by its agents, representatives, contractors, and personnel.
  2. Exceptions. The obligations of the receiving Party specified in Section 4.1 above will not apply,  and the receiving Party will have no further obligations, with respect to any of the other Party’s  Confidential Information to the extent the receiving Party can demonstrate that such Confidential  Information: (a) is in or enters the public domain without breach of this MoU, (b) is lawfully received by the receiving Party from a third party free of any obligation of confidence at the time of its disclosure, (c) the receiving Party knew prior to receiving such information from the disclosing Party, or (d) the receiving Party develops independently without reference to or reliance upon the disclosing Party’s Confidential Information. A receiving Party may disclose Confidential Information in accordance with judicial or other governmental order, provided that such Party will give the other Party  reasonable notice prior to such disclosure and reasonably cooperates with the other Party in the other Party’s efforts to obtain a protective order or otherwise avoid and/or minimize the extent of such disclosure.
  3. Unauthorized Disclosure. Without limiting the generality of the foregoing, in the event of any  unauthorized disclosure or loss of, or inability to account for, any Confidential Information of the  disclosing Party, the receiving Party will promptly, at its own expense: (a) notify the disclosing  Party in writing, (b) take such actions as may be necessary or reasonably requested by the disclosing  Party to minimize the violation, and (c) cooperate in all reasonable respects with the disclosing  Party to minimize the violation and any damage resulting therefrom.
  4. Obligations Upon Termination. The receiving Party will, upon the termination of this  MoU or at the request of the disclosing Party, destroy (if requested by the disclosing Party) or  return to the disclosing Party all drawings, documents, and other tangible manifestations of  Confidential Information received by the receiving Party pursuant to this MoU (and all copies  and reproductions thereof), and if the disclosing Party requests destruction of such information the  receiving Party will provide the disclosing Party with a written document executed by an officer of  the receiving Party, certifying the destruction of such Confidential Information. Either Party may  retain one copy of all of the Confidential Information in a file maintained by its legal counsel for  the sole evidentiary purpose of resolving any compliance issues which may arise under this MoU. In addition, nothing herein will be deemed to require a Party to destroy electronic  copies made pursuant to a Party’s automatic archival procedures, provided that all such copies will  remain subject to the nondisclosure and use restrictions contained herein and will not be used for  any other purpose.
  5. Remedies. Each Party acknowledges and agrees that due to the unique nature of the Confidential  Information, any breach of this Section 4 would cause irreparable harm to the non-breaching Party  for which damages are not an adequate remedy, and that such non-breaching Party will therefore  be entitled to seek the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this MoU.
  6. The obligations under this Clause 4 shall expire 12 months after the termination of this MoU.
  1. REPRESENTATIONS, WARRANTIES, AND INDEMNITIES
  1. Each Party represents and warrants that:
  1. it has the legal right and full power and authority to enter into and perform this MoU, which when executed will constitute valid and binding obligations on it, in accordance with the terms and conditions herein;
  2. it is duly incorporated and validly existing under the laws of country of its incorporation;
  3. it shall perform its obligations under this MoU with commercially reasonable efforts;
  4. it shall not act in any way which may harm the goodwill, name or reputation of the other Party;
  5. it shall not: (a) describe or hold itself out as agent of the other Party; or (b) incur any liability on behalf of the other Party or pledge credit of the other Party in any way or accept any order or make any contract binding upon the other Party or any of their Affiliates without prior written consent from the relevant Party or Affiliate, as the case may be;
  6. any copies of agreements or other documentation it furnishes to the other Party shall be true and correct copies;
  7. its execution, delivery of, and performance of its obligations under this MoU will not result in a breach of any provision of its constitution;
  8. it is not under any engagement or bound by any contract which can preclude it from fulfilling its obligations under this MoU at any time during the term of this MoU;
  9. to its knowledge, there is no suit, action, arbitration, legal or administrative or other proceeding or government investigation against it that will materially or adversely affect its ability to perform its obligations under this MoU and any related document; and
  10. to its knowledge, no order has been made, nor has any petition been presented or resolution passed or meeting convened for its winding up, judicial management or receivership.
  1. Party B further warrants that:
  1. It has the lawful authority to tokenize the assets, offer, distribute, or otherwise make available the Tokenized Assets through the RootVX ecosystem;

The Assets are not encumbered by legal disputes or third-party restrictions;

  1. All information furnished under this MoU and in relation to the Assets and Token is accurate and not misleading.
  1. Party B agrees to indemnify and hold harmless Party A from all claims, losses, or damages arising out of any breach of Party B’s responsibilities or obligations, representations or warranties under this MoU, including claims by customers for the Tokens, Assets, Tokenized Assets holders.
  1. NON-EXCLUSIVITY
  1. Both Parties hereby acknowledge that the entry into this MoU and the exchange of Confidential Information hereunder shall not be construed as an obligation of either Party to enter into any definitive legal documentation with the other Party or prohibit either Party  from providing the same or similar information to other third parties and entering into agreements with other parties.
  2. Each Party reserves the right, in its sole discretion, to determine whether or not to proceed further with any further discussions in relation to the Purpose with regard to a commercial arrangement or transaction between the Parties, and to terminate discussions and negotiations with the other Party at any time.
  1. TERM AND TERMINATION
  1. This MoU shall become effective on the date of signature by both Parties and remain in effect until terminated by either Party upon thirty (30) days’ written notice to the other Party.
  1. NOTICES
  1. All notices required or permitted by this MoU shall be in writing and in the English language and shall be sent to the recipient at its address set out below, or as otherwise directed by the recipient by notice given in accordance with this clause.

If to Party A

Address: 3 Temasek Avenue, #17-01, Centennial Tower, Singapore 039190

Email: sriram@rootvx.com (cc: legal@rootvx.com)

Attention: Sriram Venkateswaran

If to Party B

Address: 1312 17TH ST UNIT NUM 2955 DENVER CO 80202 US

Email: rain@cyclex.cc

Attention: Rain

Notices shall be delivered by hand or sent by registered post, courier, facsimile or by email. If delivered by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by facsimile or email, on the date of transmission, and if sent by registered post, five (5) days after being posted.

  1. GOVERNING LAW AND JURISDICTION
  1. This MoU shall be governed by and construed under the laws of Singapore.
  2. Any controversy or claim, whether contractual or not, arising out of or in connection with this MoU (including any question regarding its existence, validity or termination) shall be exclusively submitted to the competent courts of Singapore.
  1.  LANGUAGE
  1. This MoU is executed in the English language.

  1. BINDING EFFECT

11.1        This MoU shall apply to, and be binding upon, each Party and its respective affiliates, subsidiaries, and any entity under common control, to the extent they are involved in the activities contemplated herein. Unless otherwise agreed in writing, such affiliates may participate in the collaboration and, where applicable, may make use of the other Party’s approved branding, logos, and marketing assets for purposes consistent with this MoU.

11.2        This MoU does not constitute a binding commercial agreement. If the Parties decide to proceed with any commercial arrangement, integration, or product deployment, such terms will be governed under a separate commercial agreement to be signed later

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this MoU as of the Effective Date through their duly authorized representatives.

FOR PARTY A: FidTech Innovations Pte Ltd.

Signature:

Name: Sriram Venkateswaran

Title: Founder, CEO

Date: 08th July, 2025

 

FOR PARTY B: WhaleFlow Group Ltd

Signature:
Name: Rain
Title: Founder, CEO
Date: 08th July, 2025