MUTUAL CONFIDENTIAL DISCLOSURE AGREEMENT

This Mutual Confidential Disclosure Agreement (the “Agreement”) is entered

into by and among [__Arman Varekyan____], an individual with the passport
number [014792675]
(“Company”) and Fermatagro Technology Limited company formed under the laws of
the Republic of Cyprus (“FermatAgro” and together with the Company, the “Parties”)
as of [ April 13 ,] 2024 (the “Effective Date”), to protect the confidentiality of certain
confidential information of the Parties disclosed under this Agreement solely for use in
pursuing a proposed business relationship between the Parties (the “Relationship”).

WHEREAS, FermatAgro is a company focused on using of artificial intelligence

algorithms for plant data analysis collected from cameras (hereafter “Data”),

NOW, THEREFORE, Parties agreed as follows:

1. Purpose. The Parties wish to explore business opportunities of mutual interest in

connection with the potential business cooperation, either Party may disclose to the
other Party certain confidential business, financial, scientific and technical information
which it desires to be treated as confidential.

2. Confidential Information. As used herein, the “Confidential Information” of a

Party shall mean any and all information of a confidential nature disclosed by such Party
(“Disclosing Party”) or the Disclosing Party’s agents or Affiliates to the other Party (the
“Receiving Party”) or its agents or affiliates in any form and may include confidential
documents and oral disclosures that would reasonably be regarded as confidential by the
nature of the information or the circumstances of the disclosure, either before or after the
date of this Agreement, which may include without limitation: (a) the prior and future
discussions between the Parties regarding the business transactions between them; and
(b) all proprietary business, financial or personal information, including but not limited to
(i) proprietary, developmental, technical, marketing, sales, operating, performance, cost,
know-how, pre-clinical data and results, clinical research results, toxicity and hazard data,
assay standards, manufacturing processes and techniques, chemical synthesis routes,
process schematics and other process information, (ii) business or financial information,
financial statements, projections or forecasts, business plans or strategic plans, marketing
plans, market studies or analyses, (iii) trade secrets, secret or proprietary processes and
formulae, inventions, patent applications or information or documents prepared in
anticipation of preparing a patent application; (iv) marketing and customer data (including,
but not limited to, identity of customers and customer lists), test marketing or similar
studies, focus group reports, advertising programs or strategies;
(v) terms, conditions, provisions or obligations of any contracts or agreements to which
any Party is a party or to which any of their assets are subject, or the identity of any
person or entity who is a party to any contract or agreement with the Parties.

3. Protection and Use of Confidential Information. For a period of five (5) years after
the date of disclosure, each Party agrees that at all times and notwithstanding any
termination or expiration of this Agreement it (a) will hold in strict confidence and not
disclose to any third party any Confidential Information of the other Party, except as
approved in writing by the other Party to this Agreement, and (b) will use the Confidential
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Information of the other Party for no purpose other than furtherance of the
Relationship. For avoiding any doubt Parties agree that FermatAgro is entitled Data
classification and dispose of the Data on its own discretion. Data should be anonymized
in such a way that it is not possible to identify the Company and/or other information
related to the Company.

Parties agree not to reverse engineer, disassemble or decompile any prototypes,

software or other tangible objects which are provided by the other party. To the extent
any trade secrets are disclosed hereunder, the obligations of confidentiality described
herein shall extend until they are no longer secret. Each Party shall only permit access to
Confidential Information of the other Party to those of its employees, consultants,
authorized representatives, associates, advisers or Affiliates having a need to know such
information and who have signed confidentiality agreements or are otherwise bound by
confidentiality obligations at least as restrictive as those contained herein. In any event,
each Party will be responsible for any breach of this Agreement by any of its employees,
consultants, authorized representatives, associates, Affiliates or advisers, and such Party
will, at its sole expense, take all commercially reasonable measures (including, but not
limited to, court proceedings) to restrain any such person from any prohibited or
unauthorized disclosure or use of the Confidential Information of the other Party.

4. Exceptions. A Receiving Party shall not have any obligations under this
Agreement with respect to a specific portion of the Confidential Information of the
Disclosing Party if such Receiving Party can demonstrate with competent evidence that
such Confidential Information:

A. was in the public domain at the time it was disclosed to the Receiving Party;
B. entered the public domain subsequent to the time it was disclosed to the
Receiving Party, through no fault of the Receiving Party;
C. was in the Receiving Party’s possession free of any obligation of confidence
at the time it was disclosed to the Receiving Party;
D. was rightfully communicated to the Receiving Party free of any obligation
of confidence subsequent to the time it was disclosed to the Receiving
Party; or
E. was independently developed by the Receiving Party without reference to
the Disclosing Party’s Confidential Information.

5. Compliance with Orders. Notwithstanding the above, a Receiving Party may

disclose certain Confidential Information of the Disclosing Party, without violating the
obligations of this Agreement, to the extent the disclosure is required by a valid order of
a court or other governmental body having jurisdiction, provided that the Receiving
Party provides the Disclosing Party with reasonable prior written notice of such
disclosure and makes a reasonable effort to obtain, or to assist the Disclosing Party in
obtaining, a protective order preventing or limiting the disclosure and/or requiring that
the Confidential Information so disclosed be used only for the purposes for which the
law or regulation required, or for which the order was issued.

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6. Notification. The Receiving Party shall immediately notify the Disclosing Party
upon discovery of any loss or unauthorized disclosure of the Confidential Information of
the Disclosing Party.

7. Return of Confidential Information. Upon termination or expiration of the

Agreement, or upon written request of the other Party, each Party shall promptly return
to the other or destroy all documents and other materials representing the other Party’s
Confidential Information and all copies thereof; provided however that each Receiving
Party shall be permitted to retain a copy of its work product for archival purposes and
compliance with applicable legislation and accounting requirements, which copy shall
be retained in the offices of its legal counsel/consultant.

8. No Grant of Rights. Each Party recognizes and agrees that nothing contained in
this Agreement shall be construed as granting any property rights, by license or
otherwise, to any Confidential Information of the other Party, or to any invention or any
patent, copyright, trademark, or other intellectual property right that has issued or that
may issue, based on such Confidential Information. Nothing herein shall obligate the
Parties to proceed with any transaction between them, and each Party reserves the right,
in its sole discretion, to terminate the discussions contemplated by this Agreement
concerning the business opportunity.

9. Term. This Agreement shall terminate five (5) years after the Effective Date, or
may be terminated by either Party at any time upon thirty (30) days written notice to
the other Party.

10. Choice of Law. This Agreement shall be governed by, and construed in
accordance with the laws of the Republic of Cyprus, without reference to its conflict of
laws. In the event either Party shall bring any action to enforce or protect any of its
rights under this Agreement, the prevailing Party shall be entitled to recover, in addition
to its damages, its reasonable attorneys' fees and costs incurred in connection therewith.

11. Amendment. This Agreement may not be amended, and no provision of this
Agreement may be waived, except by a writing signed by both Parties hereto.

12. Severability. If any provision of this Agreement is found by a proper authority to be

unenforceable or invalid such unenforceability or invalidity shall not render this Agreement
unenforceable or invalid as a whole and in such event, such provision shall be changed and
interpreted so as to best accomplish the objectives of such unenforceable or invalid
provision within the limits of applicable law or applicable court decisions.

13. No Assignment. Neither Party will assign or transfer any rights or obligations
under this Agreement without the prior written consent of the other Party, except that
upon written notice to the other Party, a Party may assign the Agreement without such
consent to its successor in interest by way of merger, acquisition or sale of all or
substantially all of its assets.

14. Notices. All notices or reports permitted or required under this Agreement shall
be in writing and shall be delivered by personal delivery, electronic mail, facsimile

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transmission or by certified or registered mail, return receipt requested, and shall be
deemed given upon personal delivery, five (5) days after deposit in the mail, or upon
acknowledgment of receipt of electronic transmission. Notices shall be sent to the
addresses set forth at the end of this Agreement or such other address as either Party
may specify in writing.

15. Counterparts. This Agreement may be executed in any number of counterparts

and by the Parties to it on separate counterparts and each such counterpart shall
constitute an original of this Agreement but all of which together constitute one and the
same instrument. This Agreement shall not be effective until each Party has executed at
least one counterpart. For purposes of the Agreement, any document which is duly
signed by original signature or facsimile and then transmitted in portable document
format (PDF) to the other party shall be treated by Parties as an original and binding,
but all of which, taken together, shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Mutual Confidential
Agreement to be executed as of the Effective Date.

Fermatagro Technologies Limited [ArmanVarekyan]

By: By:
____________________________ ____________________________

Name: Valeria Kogan Name: Varekyan Arman

Title: CEO Passport number: 014792675
Reg.number: 405750 Post address: Armenia AshtarakShirazSt.17
Post address: Koumantarias & Spyrou
Araouzou, Tonia Court II, 7 th Floor, 3036
Limassol, Cyprus