NON-DISCLOSURE AGREEMENT

THIS PRIVATE PLACEMENT STOCK SALE AND PURCHASE AGREEMENT (this “Agreement”) is dated as of 10th February 2025, and is made and entered into by and among Jacqueline Frances Lyne (“Seller”), Consortium of Market Liquidity Providers (Buyer),  and LC Escrow Management et al (“Intermediary Broker”) with respect to the following facts:

DESCRIPTION
DeRestricted Stock		QUANTITYEXECUTION PRICETOTAL
Zhihu Technology (HK) PP EXDS18988$ 3.47$ 65,888.36
Jacqueline Frances Lyne Zhihu Technology (HK)

Section 1 - NON-Disclosure Agreement

THIS NONDISCLOSURE AGREEMENT (“Agreement”) is made as of this 19th day of February, 2025 (“Effective Date”) by and between LC Escrow Management, a Hong Kong corporation, having a place of business in Hong Kong SAR and China, (“Company”), and JACQUELINE FRANCES LYNE, PASSPORT NUMBER 556960369, Unclaimed Assets Investor  (“UA Investor”), of UNITED KINGDOM, with reference to the following facts:

A. Unclaimed Assets refer to property, accounts, or monetary assets that have been abandoned or forgotten about. These assets can include: Dormant bank accounts, Registered Equities, Unregistered Equities, Warrants, Uncashed paychecks, Property, Tax refunds et al.

B. For the purpose of assisting UA Investor to dispose of Unclaimed Assets held with  Company, UA Investor wishes to receive information that Company wants to keep confidential relating to Company’s business plan, financial matters, and products and/or services currently under development; and

C. Company, in order to permit UA Investor to make such a determination, wishes to disclose to UA Investor to certain confidential information of the Unclaimed Assets.

NOW, THEREFORE, in consideration of the above recitals, the covenants hereinafter contained, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) the undersigned hereby agree as follows:

  1. UA Investor’s Obligations. UA Investor agrees for the Nondisclosure Period (defined below) (i) to hold all of the Confidential Information of Company in strict confidence, (ii) not to make use of any Confidential Information of Company in any manner other than for purposes of evaluating a potential investment in Company, including, but not limited to, not using any Confidential Information to design, develop or produce products or services, and (iii) not to copy the Confidential Information of Company, in each instance without the prior written consent of the Company. As used in this Agreement, “Confidential Information” means and includes all information, whether verbal or written, disclosed by Company to UA Investor and relating to Company’s business plans, strategies, financial information, research and development and marketing, including, without limitation, trade secrets, software, product design information, client, customer, vendor and UA Investor lists, prices and pricing policies not otherwise published, research and development materials, prototypes, business plans, new products and services under development, and marketing, business and Internet strategies. Confidential Information does not include information which is (a) known by UA Investor at the time of receipt from Company, (b) approved in writing for release from this provision by Company, (c) now or which hereafter becomes part of the public domain through no action or omission of UA Investor, (d) independently developed by UA Investor without the use of Confidential Information, and/or (e) acquired by UA Investor from a third party without restriction on use or disclosure and without breach by such third party of an obligation of confidentiality.  The “Nondisclosure Period” shall be begin on the Effective Date and continue for a period of five (5) years.
  2. For Investment Purposes Only. UA Investor acknowledges and agrees that this Agreement is made for the purposes of withdrawing Unclaimed Assets from the Company only and nothing herein shall be construed in any way as an offer, an attempted offer, or a solicitation for the sale of any product or service which has been or may be developed by Company.
  3. Actions Not Required. UA Investor understands that nothing herein (a) requires the disclosure of any Confidential Information of Company, which shall be disclosed, if at all, solely at the option of Company or (b) requires Company or UA Investor to proceed with any proposed transaction or relationship in connection with which Confidential Information of Company may be disclosed.
  4. Property Rights. Company retains all of its intellectual property rights in and to its Confidential Information.  Immediately upon a written request by Company at any time, UA Investor will turn over to Company all Confidential Information of Company and all documents or media containing any Confidential Information of Company and any and all copies or extracts thereof.
  1. No License Granted. Neither the execution and delivery of this Agreement nor the furnishing of any Confidential Information of Company by Company shall be construed as granting to UA Investor either expressly, by implication, estoppel or otherwise, any license under any invention, patent, trademark, or copyright now or hereafter owned or controlled by Company.
  1. No Adequate Remedy At Law. UA Investor acknowledges and agrees that due to the unique nature of the Confidential Information of Company, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow UA Investor or third parties to unfairly compete with Company resulting in irreparable harm to Company, and, therefore, that upon any such breach or any threat thereof, Company shall be entitled to (a) specific performance and other injunctive relief without the necessity of posting a bond, in addition to whatever remedies it might have at law, and (b) be indemnified by UA Investor from any loss or harm, including, without limitation, legal fees, in connection with any breach or enforcement of UA Investor's obligations hereunder or the unauthorised use or release of any such Confidential Information of Company.  UA Investor shall notify Company in writing immediately upon the occurrence of any such unauthorised release or other breach of which it is aware.
  1. Governing Law. This Agreement shall be governed in all respects by the laws of Hong Kong without regard to the conflict of law provisions of such jurisdiction.  This Agreement shall be binding upon the successors and assigns of the respective parties.
  1. Disclosure Under Court Order. UA Investor may make disclosures required by court order if UA Investor (a) uses reasonable efforts to limit disclosure and to obtain confidential treatment or a protective order and (b) promptly provides notice to Company of and allows Company to participate in the proceeding.
  1. All notices or requests required or contemplated by this Agreement shall be in writing and (a) if from Company to UA Investor, shall be hand-delivered or sent by emailed, or such other address as UA Investor shall specify in written notice to Company, or (b) if from UA Investor to Company, shall be hand-delivered or emailed to or such other address as Company shall specify in written notice to UA Investor. Requests or notices given by personal delivery shall be deemed given and received at the time of delivery and requests or notices given by mail shall be deemed given and received the earlier of three days from the date of mailing or upon receipt.
  2. General Provisions. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.  This Agreement supersedes all prior discussions and writings and constitutes the entire agreement between the parties with respect to the subject matter hereof.  This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto. Accordingly, no course of conduct shall constitute an amendment or modification of this Agreement.  No waiver of this Agreement will be binding upon either party unless made in writing and signed by a duly authorised representative of each party and no failure or delay in enforcing any right will be deemed a waiver.  All waivers shall be strictly construed.
Clear

A.

Seller owns, through a special purpose vehicle holding company, paid for via Broker Guarantee, 18988 shares of Class A Ex-Director Shares common stock of Zhihu Technology (HK) Ltd., a Hong Kong corporation (the “Company”).  

B.

Seller desires to sell to the Consortium of Market Liquidity Providers (Buyer), and the Market Liquidity Providers desires to purchase from Seller, 18988 shares of the Company’s common stock upon the terms and conditions set forth in this Agreement.

       C.

Seller is appointing Intermediary as the broker for the sale in arranging this Agreement. Intermediary will receive a fee equal to 0% of the aggregate Sale Price of the share execution order and instead will have Carried Interest, or 10% of the profit share.

Accordingly, for and in consideration of the premises, the mutual promises, covenants and agreements hereafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, intending to be legally bound, do hereby agree as follows:

ARTICLE I

SALE AND PURCHASE

Section 1.1

Sale and Purchase of Shares.   On and subject to the terms and conditions of this Agreement, effective as of the Closing Date, Buyer shall purchase from Seller, and Seller shall sell to Buyer, 18,988 Class A Ex-Director Shares of common stock (the “Shares”) of the Company registered in the name of Seller for the consideration specified in Section 1.2 and upon the terms and conditions set forth in this Agreement.

Section 1.2

Purchase Price.  The purchase price for the Shares  (the “Purchase Price”) is $3.47 (Three US Dollars and Forty Seven Cents). The Purchase Price shall be paid to the Seller at the Closing, on account.

Section 1.3

Closing Date; Deliveries.  The closing shall occur immediately upon signing of this document, or such other date as the parties hereto may agree to (the “Closing Date”).  From the Closing Date, Buyer shall within 14 working days deliver electronically on account in the amount of the Purchase Price to Seller, and Seller shall deliver to Buyer share units representing the Shares issued in the name of the Seller.

Section 1.4

Intermediary Fees: LC Escrow Management is acting as the broker for the Seller in arranging this Agreement. Seller will receive a fee equal to 0% of the aggregate Sale Price of the share execution order and instead will have Carried Interest. Seller will be entitled to a profit’s participation scheme (also known as “carried interest,” “performance allocation,” “profit share,”) – a set percentage of 10% of the profits. Each party hereto respectfully represents that no other brokers or representatives were or are retained by them in connection with this Agreement.

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER

To induce Buyer to enter into and perform its obligations under this Agreement, Seller hereby represents and warrants to Buyer, and covenants with Buyer, as follows:

Section 2.1

Authority and Capacity.  Seller has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Seller does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Seller is a party or by which Seller is bound.   

Section 2.2

Binding Agreement.  This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding agreement, enforceable against Seller in accordance with and subject to its terms.  

Section 2.3

Title to Shares.  Seller is the lawful, record and beneficial owner of all of the Shares, purchased via special purpose vehicle using a broker guarantee, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever.  The sale, conveyance, assignment, and transfer of the Shares in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Shares, free and clear of all liens, security interests, hypothecations or pledges.

Section 2.4

Seller Warrants. At the effective time, all rights with respect to Seller’s common stock pursuant to warrants, which are outstanding, are obligated to be converted into common stock and become rights with respect to Buyer Common Stock. Buyer shall assume each converted warrant in exchange for a cash payment equal to at no less than the Purchase Price in accordance with the terms herein.

Section 2.5

SEC Reports.   As a private placement investor of the Company, Seller is familiar with the reports and documents filed by the Company with the Securities and Exchange Commission (“SEC Reports”).  Seller represents that none of the SEC Reports contained, when filed, an untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein in light of the circumstances under which they were made not misleading.  Seller makes no representation or warranty regarding the Company, its business, operations, financial condition or prospects other than as set forth in the SEC Reports.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BUYER

To induce Seller to enter into and perform their obligations under this Agreement, Buyer represents and warrants to Seller as follows:

Section 3.1

Authority and Capacity.  Buyer has all requisite power, authority and capacity to enter into this Agreement. The execution, delivery and performance of this Agreement by Buyer does not, and the consummation of the transaction contemplated hereby will not, result in a breach of or default under any agreement to which Buyer is a party or by which Buyer is bound.

Section 3.2

Disclosure.   Buyer has reviewed the SEC Reports and is aware of the Company’s business and financial condition.

Section 3.3

Investment Representations.  Buyer is acquiring the Shares for Buyer’s multi-purpose account and is obligated to acquire all the Shares, and if applicable, all converted warrants at the minimum Purchase Price with a view to or for sale in connection with further distribution thereof within the meaning of the Securities Act of 1933, as amended.

ARTICLE IV

MISCELLANEOUS

Section 4.1

Entire Agreement.  This Agreement constitutes the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes any and all prior understandings, agreements, negotiations and discussions, both written and oral, between the parties hereto with respect to the subject matter hereof.

Section 4.2

Governing Law.  This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws Hong Kong SAR without reference to, and regardless of, any applicable choice or conflicts of laws principles.

Section 4.3

Counterparts.  This Agreement may be executed in any number of counterparts and by the several parties hereto in separate counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same Agreement.

Section 4.4 

Further Assurances.  Each of the parties hereto shall from time to time at the request of any other party hereto, and without further consideration, execute and deliver to such other party such further instruments of assignment, transfer, conveyance and confirmation and take such other action as such other party may reasonably request in order to more effectively fulfill the purposes of this Agreement.