Confidential

E4U Internal Reference: NGS 20161207-1000 FR-H.SBIKA

E4U-NGS Project
NON-DISCLOSURE AGREEMENT

BY AND BETWEEN:

(1) Energy For you (E4U) SAS, a company duly organized, registered and existing under the laws of
France, with its registered office 11, Avenue Marc Sangnier – 92398 Villeneuve-la-Garenne CEDEX
– FRANCE, represented by Mr. Pierre-Xavier CAMALY, President,
Herein after referred as « E4U ».

&

(2) NGS-UK, a subsidiary of E4U company with its final registered office at 11 Weller Drive, Hogwood
Lane Industrial Estate, Finchampstead, Berkshire, UK, RG40 4QZ – UNITED KINGDOM, represented
by Mr. Alex ROUSTAEI, Chairman and CEO,
Herein after referred as « NGS ».

Parties under (1) and (2), separately called « Project owner » and collectively called
« PROJECT OWNERS ».

AND

(3) Ms. Hajar SBIKA residing 221, Avenue Tolosane D113 – 31670 Labège – FRANCE, as an individual

Party (3) called « PARTNER »

Parties under (1), (2) and (3) separately called « Party » and collectively called « Parties ».

RECITALS:
- Whereas the PROJECT OWNERS has developed; Methods, techniques and technology for
manufacturing Stain steel flexible or thin film solar cells and modules, as well as systems
integrating such thin film solar cells or modules and business information thereof.
- Whereas PARTNER is interested to cooperate and/or to join PROJECT OWNERS and therefore
the Parties are willing to enter into exploratory discussions, subject to the terms and
conditions of this Agreement.

1. SUBJECT
For the PROJECT OWNERS: Methods, techniques and technology for manufacturing Stain steel
flexible or thin film solar cells and modules, as well as systems integrating such thin film solar cells or
modules and business information thereof.

2. PURPOSE
Evaluating the Confidential Information to determine the Parties’ respective interests in a mutually
attractive business agreement (the « Purpose »).

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3. DEFINITIONS
For the purpose of this non-disclosure agreement (the « Agreement »):
3.1. “Affiliates” means any legal entity which is:
(a) directly or indirectly owning or controlling a Party, or
(b)under the same direct or indirect ownership or control as a Party, or
(c) directly or indirectly owned or controlled by a Party.

Ownership or control as referred to in sub items (a), (b) and (c) above shall exist through the:
(i) direct or indirect ownership of more than 50 % of the nominal value of the issued equity share
capital or of more than 50 % of the shares entitling the holders to vote for the election of
directors or persons performing similar functions, or
(ii) direct or indirect right by any other means to elect or appoint directors, or persons performing
similar functions, who have a majority vote.
An entity shall be deemed to be an Affiliate only as long as the above defined ownership or control
lasts.

3.2. “Confidential Information” means any information and data of a confidential nature, including
but not limited to proprietary, technical, developmental, marketing, sales, operating, performance,
cost, know-how, business and process information, computer programming techniques, and all
record-bearing media containing or disclosing such information and techniques which are disclosed
pursuant to this Agreement. Confidential Information shall, if in written form, be marked
“Confidential” or “Proprietary” or similarly legended by the disclosing Party before being turned over
to the receiving Party. All oral disclosures of Confidential Information shall be summarized, in writing,
by the disclosing Party and said summary will be given to the receiving Party within thirty (30) days of
the subject oral disclosure. Each receiving Party must make any objections to the contents of the
summary, in writing, within fourteen (14) days of receipt.

4. USE
4.1. General
(a) Confidential Information shall not be disclosed in any way or form by the receiving Party to any
third party. The receiving Party has the right to disclose the Confidential Information only to persons
within its organization (i) with a need to know for the Purpose, (ii) who are informed of the
confidential nature of the Confidential Information and (ii) who agree to be bound by the terms no
less stringent than the ones set forth in this Agreement
Furthermore, the confidentiality and restricted use obligations imposed in this Agreement shall not
preclude the disclosure of any Confidential Information to or by Affiliates engaged in the performance
of the Purpose. Disclosure to or by an Affiliate of a Party shall be deemed to be a disclosure under
this Agreement, regardless to whom the Confidential Information belongs. In addition, this
Agreement shall also cover disclosures of Confidential Information to and by PARTNER’s and PROJECT
OWNER’s agents, consultants and representatives engaged in the performance of the Purpose.
(b) Confidential Information shall be treated by the receiving Party with the same degree of care to
avoid disclosure to any third party, as is used with respect to the receiving Party’s own Confidential
Information, but not less than a reasonable degree of care. The receiving Party shall be liable for
disclosure of Confidential Information of the disclosing Party if such care is not used. The burden shall
be upon the receiving Party to show that such care was used;
(c) Confidential Information shall be used by the receiving Party for the Purpose only and shall remain
the property of the disclosing Party.

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(d) The receiving Party shall not use the disclosing Party’s Confidential Information in the design,
development, production, stockpiling or use of weapons of mass destruction, such as nuclear,
chemical or biological weapons or missiles, nor for any use supporting these weapon activities.
(e) Confidential Information shall be destroyed, along with all copies thereof (i) within thirty (30) days
upon receipt by the receiving Party of a written request from the disclosing Party setting forth the
Confidential Information to be destroyed or (ii) upon termination of the Agreement.
(f) The receiving Party shall have the right to refuse to accept any Confidential Information under this
Agreement if it believes the receipt of such information would limit or restrict in any way the use of its
own technology or otherwise impair its business interests and nothing herein shall obligate the
disclosing Party to disclose to the receiving Party any particular information.

4.2. Exceptions
The obligations of article 4.1 shall not apply to any information, which the receiving Party can prove:
(a) Is or becomes part of the public domain, through no breach of this Agreement by the receiving
Party;
(b) Was in the receiving Party’s possession prior to receipt from the disclosing Party;
(c) Is received by the receiving Party from a third party free to disclose such information;
(d) Is independently developed by the receiving Party, without use of the disclosing Party’s
Confidential Information;
(e) Is approved for release by prior written authorization of the disclosing Party; or
(f) Is required to be disclosed by operation of law or by final court or administrative order provided
that the receiving Party, to the extent reasonably feasible, furnishes prior notice of such requirement
to the disclosing Party and cooperates with the disclosing Party in contesting disclosure or obtaining
confidential treatment of such disclosure.
Confidential Information shall not be deemed to be in the public domain merely because any part of
said information is embodied in general disclosures or because individual features, components or
combinations thereof are, or become, known to the public.

5. RIGHTS
It is understood that no patent, copyright, trademark or other proprietary right or license is granted
by this Agreement. The disclosure of Confidential Information shall not result in any obligation to
grant the receiving Party rights therein.

6. WARRANTY
The disclosing Party warrants and represents that it possesses all necessary powers, rights, and
authority to lawfully make the disclosure subject to this Agreement. The Parties agree that no other
warranties of any kind are made by any Party under this Agreement. Any Confidential Information
exchanged under this Agreement, is provided « AS IS ».

7. TERM AND TERMINATION

This Agreement shall be effective as of the date of signature of the last signing Party, (“Effective
Date”). It may be terminated with respect to further disclosures upon thirty (30) days’ prior written
notice. This Agreement shall automatically expire three (3) years from its Effective Date.

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8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the law of France without regard to the conflicts of law
provisions thereof.
(a) This Agreement supersedes all prior discussions and writings and constitutes the entire agreement
between the parties with respect to the subject matter hereof.
(b) All disputes hereunder shall be finally settled by binding arbitration conducted in accordance with the Rules
of the Arbitration of the Paris Chamber of Commerce. Any arbitration will take place in Paris and be conducted
in English. All arbitration fees and other costs and expenses shall be paid equally by each party; provided, that
the parties shall be entitled to reimbursement of such fees and costs (including, without limitation, attorneys'
fees and costs) in such other proportion as the arbitrators may determine.
(c) Pending the outcome of the arbitration proceedings described in Section 8, a party may seek
injunctive relief to prevent the breach or threatened breach of the provisions hereof, but only in a
court of competent jurisdiction in Paris, France, to which laying of venue for such limited purpose the
parties hereby consent and waive any objection in relation thereto.
(d) No waiver or modification of this Agreement will be binding upon either party unless made in
writing and signed by a duly authorized representative of such party and no failure or delay in
enforcing any right will be deemed a waiver.

This Agreement may be executed in counterparts, including signatures sent via facsimile, each of
which shall constitute an original, but all of which together shall constitute one instrument
notwithstanding that all parties are not signatories to the same counterparts. This Agreement shall be
binding on and inure to the benefit of the parties hereto and their respective successors and assigns.

9. MISCELLANEOUS
Each Party will comply with all mandatory laws and regulations applicable to its disclosure of
Confidential Information under this Agreement. This Agreement represents the entire understanding
and agreement of the Parties and supersedes all prior communications, agreements, and
understandings relating to the subject matter hereof, taking into account. This Agreement may not
be assigned by a Party, without the prior written consent of the other Parties.
The signature of a representative of a Party received by facsimile transmission or by electronic image
transmission (such as portable document format) will constitute an original signature. Each Party
receives a fully executed copy of the Agreement. Delivery of the fully executed copy by facsimile
transmission or by electronic image transmission shall have the same force and effect as delivery of
the original Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representative;

For Project Owner E4U For Project Owner NGS For PARTNER 1

Name: PX CAMALY Name: Alex ROUSTAEI Name: Hajar SBIKA

Title: President Title: CEO Title: Individual

Date: 08/12/2016 Date: 08/12/2016 Date: 08/12/2016

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