About Pave America

05/14/2026

@{Company Name:1}
@{Address (Street Address):4.1}
@{Address (City):4.3}, @{Address (State / Province):4.4} @{Address (ZIP / Postal Code):4.5}
Attn: @{Name:7}, @{Title:8}


Re: Mutual Confidentiality Letter Agreement

Dear @{Name:7},

In connection with our mutual consideration of a possible transaction ("Proposed Transaction") between @{Company Name:1}, a @{Entity Type:3} (“@{Company Name:1}”) and Pave America, LLC (“Pave America”) (individually, a “Party” and collectively, the “Parties”), we each have requested access from the other Party to certain information that is either non-public or proprietary in nature. As a condition to being furnished such information, each Party that has been or may hereafter be provided or shown such information (“Receiving Party”) agrees to treat any such information concerning the other Party (“Furnishing Party”), its affiliates, subsidiaries, related entities and business endeavors, whether prepared by Furnishing Party, its advisors or otherwise (collectively referred to as the "Evaluation Material"), in accordance with the provisions of this letter agreement (“Agreement”) and to take or abstain from taking certain other actions as set forth in this Agreement. The term "Evaluation Material" does not include information which (i) was or becomes generally available to the public other than as a result of a disclosure by Receiving Party or its directors, officers, employees, representatives, advisors, affiliates and agents (collectively referred to as “Representatives”), and shall include, in the case of Pave America, Trivest Partners, Shoreline Equity Partners (ii) was independently developed by Receiving Party without relying on any Evaluation Material, (iii) was available to Receiving Party on a non-confidential basis prior to its disclosure to Receiving Party by Furnishing Party or its Representatives, or (iii) becomes available to Receiving Party on a non confidential basis from a source other than Furnishing Party or its Representatives; provided, that with respect to the preceding clauses (iii) and (iv), the source of the information was not known by Receiving Party to be bound by a confidentiality agreement or other obligation of secrecy with Furnishing Party or its Representatives or otherwise prohibited from transmitting the information to Receiving Party or its Representatives by a contractual, legal or fiduciary obligation.

Receiving Party agrees that the Evaluation Material will be used solely for the purpose of evaluating the Proposed Transaction and that such information will be kept confidential by Receiving Party and its Representatives; provided, that (i) any of such information may be disclosed to Receiving Party’s Representatives who need to know such information for the purpose of evaluating the Proposed Transaction (it being understood that such Representatives shall be informed by Receiving Party of the confidential nature of such information and shall be directed by Receiving Party to treat such information confidentially), and (ii) any disclosure of such information may be made to which Furnishing Party consents in writing. Receiving Party shall be responsible for any breach of this Agreement by any of its Representatives.

In addition, without the prior written consent of the other Party, no Party shall, and each Party shall direct its Representatives not to, disclose to any persons other than its Representatives who are subject to the preceding paragraph either the fact that any discussions or negotiations are taking place concerning a possible transaction between the Parties or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.

In the event that Receiving Party or any of its Representatives are requested or become legally compelled (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to make any disclosure which is prohibited or otherwise constrained by this Agreement, Receiving Party or such Representative, as the case may be, shall, to the extent permitted by such legal process, (i) provide Furnishing Party with prompt notice, to the extent practical, of such request(s) so that it may seek an appropriate protective order or other appropriate remedy and/or waive Receiving Party’s or such Representative's compliance with the provisions of this Agreement, and (ii) reasonably cooperate with Furnishing Party in its efforts to decline, resist or narrow any such request. If, after complying with the preceding sentence, based on the advice of legal counsel, disclosure of Evaluation Material by Receiving Party is still required by the applicable legal process, then Receiving Party or its Representatives shall be permitted to furnish that portion of the Evaluation Material which Receiving Party or its Representatives are so required to disclose.

The Parties understand that neither Furnishing Party nor its Representatives make any representation or warranty (express or implied) as to the accuracy or completeness of the Evaluation Material. Further, neither Furnishing Party nor its Representatives shall have any liability to Receiving Party or any of its Representatives resulting from the use of the Evaluation Material by Receiving Party or such Representatives.

At any time upon the written request of Furnishing Party, Receiving Party shall, at its own election, promptly destroy or redeliver to Furnishing Party all written Evaluation Material and any other written material containing or reflecting any information in the Evaluation Material (whether prepared by Furnishing Party, its Representatives or otherwise) and will not retain any copies, extracts or other reproductions in whole or in part of such written material. All documents, memoranda, notes and other writings whatsoever prepared by Receiving Party or its Representatives based on the information in the Evaluation Material shall be destroyed, and such destruction shall be certified in writing to the Company by an authorized officer supervising such destruction. With respect to any Evaluation Material maintained in computer or other electronic files, the Parties agree that deleting such records by using the “delete” function shall be sufficient for purposes of complying with the obligation to destroy set forth in this paragraph. Nothing herein shall prohibit either Party from complying with required document retention policies nor will such Party be in breach hereof to the extent Evaluation Material is captured in computerized and automatic back-up archival systems.

The Parties each agree that unless and until a definitive agreement between the Parties with respect to the Proposed Transaction has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to such a transaction by virtue of this or any oral expression with respect to such a transaction by any of its Representatives except, in the case of this Agreement, for the matters specifically agreed herein. The agreement set forth in this paragraph may be modified or waived only by a separate writing by the Parties expressly modifying or waiving such agreement.

Each of Pave America and @{Company Name:1} acknowledge that they are in similar businesses and nothing herein shall be viewed to restrict either Party from competing with the other Party; provided, that no Receiving Party uses Evaluation Material to do so. @{Company Name:1} also understands and acknowledges that Pave America’s equity sponsors, Trivest Partners and Shoreline Equity Partners, are private equity investors engaged in the business of evaluating, making, and managing investments in businesses and acquiring businesses, and it is possible that, in addition to Pave America, one or more of those businesses are or may in the future be competitive with @{Company Name:1} in some way. The Agreement will not be construed in any way to restrict Trivest Partners and Shoreline Equity Partners from investing in or acquiring any such business or restrict such businesses from competing with @{Company Name:1}; provided, that Trivest Partners and Shoreline Equity Partners and such businesses do not use Evaluation Material to do so. Also, each Party’s and Trivest Partners and Shoreline Equity Partner’s discussions and the review of Evaluation Material will inevitably serve to give increased knowledge and understanding in a way that cannot be reasonably expected to be forgotten or separated from such Party’s and Trivest Partners and Shoreline Equity Partner’s overall knowledge base even after the destruction of Evaluation Material. Accordingly, without in any way limiting any obligations under this Agreement not to disclose Evaluation Material to third parties and to destroy Evaluation Material in accordance with this Agreement, neither Party nor Trivest Partners and Shoreline Equity Partners will be deemed to be in breach of the Agreement by reason of remembering, retaining and using in business such increased knowledge as described in the preceding sentence.

The Parties acknowledge that money damages would be both incalculable and an insufficient remedy for any breach of this Agreement by Receiving Party or its Representatives and that any such breach could cause Furnishing Party irreparable harm. Accordingly, the Parties also agree that in the event of any breach or threatened breach of this Agreement, Furnishing Party shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunctive relief and specific performance. Such remedy shall not be the exclusive remedy for any breach of this Agreement, but shall be in addition to all other remedies available at law or equity to Furnishing Party. Each Party acknowledges and agrees that in no event shall it be entitled to recover any special, punitive and/or consequential damages related to any breach hereunder.

This Agreement shall be governed by and construed in accordance with the laws of the State of @{Address (State / Province):4.4}, and shall inure to the benefit of and be binding upon the Parties hereto, their successors and assigns. This Agreement will terminate upon the first anniversary of the date hereof.

If you are in agreement with the foregoing, please sign the document by typing your full name, entering today's date, and agreeing to the terms.