MUTUAL NON-DISCLOSURE AGREEMENT

Effective Date: 03/04/2016 (DD, MM, YYYY format).

This mutual non-disclosure agreement (the "Agreement") is entered between PARROT DRONES
SAS, a French corporation, with headquarters located at 174, quai de Jemmapes 75010Paris, France,
acting on behalf of Parrot SAS and its Affiliates (individually and collectively, "Parrot") and
Smartcoat B.V.], a Dutch corporation, with headquarters located at Geerstraat 8, 5111PS in Baarle-
Nassau ("Company").

Parrot and Company are referred herein individually as “Party” and collectively as “Parties”.

1. Purpose of the Agreement

In order to evaluate the possibility to enter into a business relationship, the Parties intend to disclose
to each other information of a strictly confidential nature in relation, without limitation, with their
products, technologies and business under the terms and conditions defined hereafter.

For the purpose of this Agreement, the Party receiving confidential information ("Recipient") from
the other ("Discloser") shall make use of the confidential information solely for the following
Authorized Purpose:

“To study a cooperation on the field of Smartcoat paint application using a drone or any other Parrot
technology.”

Notwithstanding the foregoing, no provision of this Agreement shall be construed as an obligation for
either Party to disclose any Confidential Information and/or to enter into any further business or
binding commercial agreement.

2. Confidential Obligation

2.1 "Confidential Information" means, without limitation, any non- public, proprietary, technical,
commercial, financial information in connection with either Party’s products, software,
algorithms, designs, business plans, finances, research, development and know-how, secrecy,
trade secrets, invention, intellectual or industrial property rights, patentable or not, or any
information which by their nature or under specific circumstances are to be considered
confidential and in general all information included in all business information which the
Recipient obtains, receives or acquires from the Discloser in connection with the Authorized
Purpose of this Agreement.

2.2 Any Confidential Information shall be marked as confidential if disclosed in tangible form (any
written, digital, electronic or in any other tangible form), drawings, specifications, statements,
technical materials such as samples or information recorded on disk. Any oral discussion
referring to any Confidential Information or disclosure of any Confidential Information in a
non-tangible form shall be confirmed in writing within thirty (30) days after the disclosure.

3 Restricted Use

3.1 The Recipient shall protect any Confidential Information of the Discloser from any
unauthorized disclosure or use with the same degree of care, with which it protects confidential
information of its own, but not less than a reasonable degree of care, and take all appropriate
measures to that effect (such as, but not limited to, keeping the Confidential Information of the
Discloser separate from other information, establish a custody system to prohibit access by
persons other than those who strictly need to access the information).
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3.2 The Recipient shall not disclose or leak such Confidential Information, in whole or in part, to
any third party without prior written approval of the Discloser. Affiliates of either Party shall
not be construed as third parties. For the purpose of this Agreement, "Affiliate(s)" refers to any
corporation or other entity that directly or indirectly controls, is controlled by, or is under
common control with a Party hereto, where “control” means the direct or indirect ownership of
50% of the outstanding shares or voting rights on an entity to elect directors.

3.3 The Recipient shall not use the Confidential Information for any purpose other than the
Authorized Purpose, except with prior written approval from the Discloser.

3.4 Any disclosure of Discloser Confidential Information by the Recipient to its or its Affiliates’
employees or its consultant and subcontractors Affiliates shall be made on a strictly need-to-
know basis and solely for the Authorized Purpose of this Agreement. Recipient shall ensure
that Affiliates or any authorized third party, such a consultants or sub-contractors receiving
Discloser Confidential Information are bound by confidentiality obligations not less stringent
than those contained herein. Recipient shall bear all liabilities arising out of any breach of duty
by any third party or Affiliate towards the Discloser.

3.5 With respect to any equipment, component, software, or other items provided to Recipient by
Discloser in the context of this Agreement, Recipient shall not reverse engineer, disassemble,
decompile, or otherwise analyze the physical construction of, any of such items, in whole or in
part.

3.6 Recipient may disclose the Confidential Information to public authorities such as government
agencies or courts to the extent required by such authorities under law, provided, however, that
Recipient shall immediately notify Discloser of such disclosure and shall use commercially
reasonable efforts to ensure that the Confidential Information is used only for the purposes
required by law.

4 Information not covered

4.1 The obligations contained in this Agreement shall not apply to information for which Recipient
can make the written evidence that:

a. Such information was already in Recipient possession at the time of disclosure by the
Discloser;
b. Such information was in the public domain or hereafter enters the public domain through no
fault or action or failure to act on the part of the Recipient;
c. Such information was lawfully obtained by Recipient from a third party having the right to
disclose it ;
d. Such information was or is independently developed by the Recipient without knowledge or
use of any Confidential Information of the Discloser; or
e. Such information has been disclosed by Recipient in order to fulfil legal or regulatory
requirements including requirements of any relevant stock exchange.

5. Intellectual property rights

5.1 Discloser is and remains at all times the owner of all intellectual and industrial property rights
to its Confidential Information or warrants that it has been granted any necessary license and
authorization from the rightful holder to disclose the Confidential Information.

5.2 No provision of the Agreement shall be construed as constituting an assignment or a license

under any patent, know-how, or any industrial or intellectual property of the Discloser, except
the limited right to use the Confidential Information to carry out the Authorized Purpose of this
Agreement.
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6. Disclaimers

ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” WITHOUT ANY WARRANTY,

EXPRESS OR IMPLIED. No warranty applies as to the accuracy and completeness of the content of
the Confidential Information. The Discloser shall not assume any liability for any damage caused by
the use of the Confidential Information by the Recipient or for any errors, omissions or misstatements
contained in the Confidential Information.

7. Injunctive Relief

Without prejudice to any other rights or remedies available at law or equity, each Party acknowledges
and agrees that damages alone may not be an adequate remedy for a breach of this Agreement by a
Party, and that the other Party shall be entitled to apply to any court of competent jurisdiction for a
temporary restraining order, preliminary injunction or other interim or conservatory relief, as
necessary and available subject to applicable law.

8. Term

This Agreement will enter into force from the Effective Date for a period of 2 (two) years. Each Party
may terminate the Agreement earlier by notifying the other Party of its decision with a 30-day prior
written notice. Notwithstanding the expiration or termination of this Agreement, the obligations
subscribed hereunder will survive the expiration or termination of the Agreement for a 5-year period,
except for trade secrets for which obligations subscribed hereunder should survive the expiration or
termination of the Agreement as long as they qualify as trade secret under the applicable law.

9. Return of Confidential Information

In the event of termination or expiration of this Agreement, or upon request of Discloser, Recipient
shall promptly return or destroy all Confidential Information immediately in accordance with the
instructions of the Discloser. In the case of destruction, Recipient shall provide evidence to the
Discloser that such destruction has been carried out. Notwithstanding the foregoing, such obligation
to return or destroy all Confidential Information does not include the return or destruction of shadow
or backup copies of Confidential Information that may remain within the Recipient’s computer
systems, its back-up and/or electronic archive systems, provided that such Confidential Information
shall remain subject to the terms and conditions of this Agreement.

10. General provisions

10.1 This Agreement embodies the entire understanding between the Parties with respect to the
subject matter of this Agreement and supersedes any and all prior oral or written negotiations,
correspondence, understandings and agreements between the Parties. The Agreement may only
be modified in a writing signed by both Parties.

10.2 If any provision of this Agreement is found to be unenforceable or invalid, this shall not affect
the other provision of the Agreement which shall remain valid and in effect, to the extent
permitted by law.

10.3 The waiver of any Party to exercise a right or require performance by the other Party of any
provision of this Agreement shall not be construed as a waiver by this Party to prevail itself of
any other right at any time thereafter.

10.4 Neither Party shall assign this Agreement or any of its rights or obligations thereunder without
the other Party’s prior written consent. Any attempted assignment or transfer by either Party, or
occurring by virtue of the purported operation of law, shall be void. Notwithstanding the
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 foregoing, a Party may assign this Agreement or any of its rights or obligations thereunder to an
Affiliate without the prior written consent of the other Party, provided that such Affiliate is not
a direct competitor of the other Party.

11. Governing law and jurisdiction

11.1 This Agreement shall be governed by and construed in accordance with the laws of France,
excluding their conflict of law provisions.

11.2 Other than in connection with injunctive relief sought pursuant to Section 7, the Parties agree
that all disputes, action, claim, controversies which may arise between the Parties out of or in
connection with the interpretation or performance of this Agreement shall be exclusively
submitted to the relevant Court of Paris, France.

A photocopy, electronically transmitted facsimile, or other electronic reproduction of this

Agreement made after this Agreement has been signed by authorized representatives of the
Parties shall constitute a binding and effective record of this Agreement, and will constitute an
original document for the purpose of establishing the provisions hereof, and shall be legally
admissible and enforceable against the Parties.

IN WITNESS WHEREOF, the Parties have executed this Agreement and each one retain a (1) copy.

PARROT DRONES SAS Smartcoat B.V.

By: __________________ By: __________________

Name: Name: Jort Gerritsen
Title: Title: CEO

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