Evermark Buyer Participation Agreement

1. Introduction

This Buyer Participation Agreement ("Agreement") is entered into between the individual or entity accessing the Evermark platform as a prospective business buyer ("Buyer") and Evermark, a venture of 1848 Ventures LLC ("Evermark"). This Agreement governs Buyer's participation in the Evermark early pilot program and Buyer's use of the Evermark platform.

By participating in the pilot or uploading any documents or information to Evermark, Buyer agrees to the terms of this Agreement.

2. Purpose of Participation

Buyer is participating in Evermark's early pilot to evaluate potential business acquisition opportunities. Evermark facilitates introductions between Buyers and business brokers ("Brokers") and provides tools to help Buyers express interest in potential acquisition targets.

Evermark does not provide legal, tax, financial, brokerage, valuation, or negotiation services.

Buyer acknowledges that Evermark does not guarantee the availability of any acquisition opportunity or that any Broker will grant Buyer access to deal information.

3. Buyer Materials

"Buyer Materials" include any information, data, or documents Buyer uploads, enters, or otherwise provides to Evermark, including but not limited to identification information, contact information, financial verification materials (e.g., lender letters, SBA pre-qualification, proof of funds, bank statements), and buyer profile information.

Buyer represents and warrants that Buyer owns or has the right to provide the Buyer Materials.

3A. Data-Use Notice

Buyer acknowledges the separate Buyer Data Use Notice, which describes how Buyer Materials are collected, shared, and retained. Buyer agrees that the Data Use Notice is incorporated into this Agreement by reference.

4. Buyer Consent to Share Materials with Brokers

Buyer expressly authorizes Evermark to share Buyer Materials with Brokers for the limited purpose of:

1. Demonstrating Buyer's readiness and financial capacity;
2. Requesting access to Broker-controlled deal rooms or information;
3. Facilitating introductions between Buyer and Broker; and
4. Allowing Brokers to evaluate Buyer's suitability for acquisition opportunities.

Buyer may withdraw consent at any time by notifying Evermark, after which Evermark will cease further sharing but may retain records of prior consent.

5. Confidentiality Obligations

5.1 Buyer Confidentiality Obligations

Buyer agrees to keep confidential all non-public information received through Evermark or from Brokers or sellers ("Confidential Information"). Buyer may use Confidential Information solely for evaluating acquisition opportunities. Buyer may not disclose, reproduce, distribute, or use Confidential Information for any other purpose.

5.2 Evermark Confidentiality Obligations

Evermark will maintain Buyer Materials in confidence and disclose them only:

• With Buyer's explicit authorization;
• To Brokers selected or approved by Buyer;
• To Evermark personnel with a need to know; or
• As required by law.

6. Broker Access and Broker Confidentiality

By default, Brokers receive view-only access to Buyer Materials through Evermark. If Evermark enables a workflow where Brokers may download Buyer Materials, Evermark may require the Broker to accept separate confidentiality terms before access.

Evermark is not responsible for any Broker's failure to maintain confidentiality after Buyer Materials have been shared with such Broker.

7. Use of the Platform

Buyer agrees:

• Not to use Evermark to circumvent, compete with, or interfere with Brokers or sellers;
• Not to use any information obtained through Evermark for any purpose other than evaluating acquisition opportunities;
• Not to rely on Evermark for legal, tax, financial, or investment advice.

Buyer agrees not to bypass or circumvent Brokers introduced through the platform in connection with any acquisition opportunity.

8. Evermark's Role and Disclaimers

Buyer acknowledges that:

• Evermark is not acting as a broker, finder, agent, or representative;
• Evermark does not negotiate, structure, or advise on transactions;
• Evermark does not verify the accuracy of information provided by Brokers or sellers;
• Buyer is solely responsible for evaluating opportunities and conducting independent diligence.

Buyer understands that Evermark's provision of tools, workflows, or document-sharing features does not constitute legal, financial, brokerage, or other professional advice, and Buyer is solely responsible for obtaining independent professional guidance.

THE SERVICES AND CONTENT ARE PROVIDED BY 1848 VENTURES (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

9. Data Handling, Retention, and Deletion

Evermark will:

• Limit internal access to Buyer Materials to personnel with a legitimate business need;
• Retain Buyer Materials only as long as necessary for pilot operations or as required by law;
• Delete Buyer Materials upon Buyer request or at the end of the pilot, subject to legal retention obligations.

Evermark will delete Buyer Materials within 30 days after the pilot concludes unless legally required to retain certain records.

Evermark may retain minimal log records of Buyer's consent, communications, and transaction history as required for compliance or dispute-resolution purposes.

10. Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL 1848 VENTURES OR ANY OF ITS PARENTS, SUBSIDIARIES OR AFFILIATES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

These limitations apply even if Evermark has been advised of the possibility of such damages.

11. Governing Law

This Agreement is governed by the laws of the State of Ohio, without regard to its conflict-of-laws principles.

Evermark may require Buyer to accept supplemental state-specific notices or restrictions if required by applicable law or regulatory guidance.

12. Term and Termination

This Agreement begins when Buyer first accesses the platform and continues until the earlier of:

• Completion of the pilot program;
• Buyer's written request to terminate participation; or
• Evermark's termination of this Agreement for convenience.

Upon termination, Evermark will cease sharing Buyer Materials with Brokers and will delete Buyer Materials as described in Section 9.

13. Entire Agreement

This Agreement constitutes the entire agreement between Buyer and Evermark regarding the pilot and supersedes all prior or contemporaneous understandings.