Commercial in Confidence

Mutual Non-Disclosure Agreement

1 Participants
This AGREEMENT is made and entered into as of the last date signed below (the “Effective Date”) by
and between SMART Global Solutions, a limited corporation having its principal place of business at
Suite 9, Stubbings House, Stubbings Lane, Maidenhead, Berkshire SL6 6QL, United Kingdom and EPHH,
whose principal mailing address is Rihanna plaza Tower-Suite (B) first floor- Zahraa El Maadi, Egypt.
For the purposes of this AGREEMENT, each Party shall be deemed to include any subsidiaries, internal
divisions, agents, and employees. Any signing party shall refer to and bind the individual and the entity
that he or she represents.

2 Scope of Disclosure
Under the terms of this AGREEMENT, CONFIDENTIAL INFORMATION may be disclosed by the Parties.
A Party disclosing CONFIDENTIAL INFORMATION under this AGREEMENT is referred to herein as the
Disclosing Party. A Party receiving CONFIDENTIAL INFORMATION under this AGREEMENT is referred
to herein as the Receiving Party.

3 Information to be Protected
3.1 CONFIDENTIAL INFORMATION
The CONFIDENTIAL INFORMATION to be disclosed under this AGREEMENT relates to certain products,
pricing, and technology or data of EITHER PARTY and is to be used to enable the Parties to discuss and
evaluate on a non-exclusive basis possible business opportunities related thereto. The information is
related, but not limited to business plans, methods, and practices; personnel, customers, and
suppliers; inventions, processes, methods, products, patent applications, and other proprietary rights;
or specifications, drawings, sketches, models, samples, tools, computer programs, technical
information, or other related information.

3.2 THIS AGREEMENT

Each Party agrees that it will not disclose any term or provision of this AGREEMENT, or provide the
original or any copy of this AGREEMENT, to any third party, without the prior written approval of the
other Party.

4 Duty to Protect
a) With respect to the Disclosing Party's CONFIDENTIAL INFORMATION, the Receiving Party
shall protect such CONFIDENTIAL INFORMATION from unauthorized use or unauthorized or
accidental disclosure by the exercise of the same degree of care as it employs to protect its
own information of a like nature, but not less than reasonable care. CONFIDENTIAL
INFORMATION may not be disclosed to any third party without the express written consent
of the Disclosing Party.
b) The Receiving Party agrees that the CONFIDENTIAL INFORMATION will be kept confidential
and used solely for the purpose of evaluating and negotiating a possible transaction between
the Disclosing Party and the Receiving Party and/or its affiliates and/or subsidiaries (the

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“Possible Transaction”); provided, however, that the CONFIDENTIAL INFORMATION may be

disclosed
i. to the receiving party’s affiliates and Representatives who need to know such
information for the sole purpose of evaluating and negotiating a Possible Transaction,
and
ii. as the Disclosing Party may otherwise consent in writing.
All such affiliates and Representatives shall
i. be informed by the receiving party of the confidential nature of the CONFIDENTIAL
INFORMATION,
ii. agree to keep the CONFIDENTIAL INFORMATION strictly confidential, and
iii. be advised of the terms of this AGREEMENT and agree to be bound by the terms hereof
to the same extent as if they were parties to this AGREEMENT.
The Receiving Party agrees to be responsible for any breaches of any of the provisions of this
AGREEMENT by any of its Representatives (it being understood that such responsibility shall
be in addition to and not by way of limitation of any right or remedy the Disclosing Party may
have against the Receiving Party’s Representatives with respect to such breach).

5 Use
Each party shall maintain in trust and confidence and not disclose to any third party or use for any
unauthorized purpose any CONFIDENTIAL INFORMATION received from the other party. Each party
may use such CONFIDENTIAL INFORMATION in the extent required to accomplish the purpose of the
discussions with respect to the subject. CONFIDENTIAL INFORMATION shall not be used for any
purpose or in any manner that would constitute a violation of law regulations, including without
limitation the export control laws of the United Kingdom. No other rights or licenses to trademarks,
inventions, copyrights or patents are implied or granted under this AGREEMENT.

6 Exclusions
The term CONFIDENTIAL INFORMATION shall not be deemed to include
i. information that is now, or hereafter becomes, through no act or failure to act on the part of
the receiving party, generally known or available information;
ii. is known by the receiving party at the time of receiving such information as evidenced by its
records;
iii. is hereafter furnished to the receiving party by a third party, as a matter of right and without
restriction on disclosure;
iv. is independently developed by the receiving party without reference to the information
disclosed hereunder;
v. or is the subject of a written permission to disclose provided by the disclosing party.

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7 Right to Make Disclosure

Neither Party has an obligation to disclose CONFIDENTIAL INFORMATION hereunder. The Disclosing
Party represents and warrants that it has the right to disclose the CONFIDENTIAL INFORMATION which
it discloses under this AGREEMENT.

8 Rights and Obligations

The rights and obligations of the Parties with respect to PROPRIETARY INFORMATION shall be defined
exclusively by the terms of the present AGREEMENT irrespective of language of a particular legend.

9 Term
This AGREEMENT shall be effective as of the date of the last signature at the end hereof, and shall
terminate thirty-six (36) months from its effective date, but may be terminated earlier by either Party
giving thirty (30) days prior written notice to the other Party. Termination shall not, however, affect
the rights and obligations arising under this AGREEMENT with respect to CONFIDENTIAL
INFORMATION disclosed hereunder.

The Receiving Party shall have a duty to protect the CONFIDENTIAL INFORMATION of the Disclosing
Party for a period of ten (10) years after receipt thereof, or until receipt of a written release of
CONFIDENTIAL INFORMATION by the Disclosing Party, whichever first occurs.
Upon the Disclosing Party’s (directly or through legal counsel) written demand, Receiving Party shall
either promptly
a) destroy the CONFIDENTIAL INFORMATION and any copies thereof, or
b) return to the Disclosing Party all CONFIDENTIAL INFORMATION and any copies thereof,
and, in either case, confirm in writing to the Disclosing Party that all such material has been
destroyed or returned, as applicable, in compliance with this AGREEMENT.

10 License
Neither the execution of this AGREEMENT, nor the disclosure of any CONFIDENTIAL INFORMATION by
one Party hereunder, shall be construed as granting to the other Party either a license (expressly, by
implication, estoppels, or otherwise) under, or any right of ownership in, such CONFIDENTIAL
INFORMATION or in any invention, patent or patent application, or copyright now or hereafter owned
or controlled by the Disclosing Party.

11 Amendments
This AGREEMENT may not be changed, modified, released, discharged, abandoned, or assigned (in
whole or in part) except by an instrument in writing signed by an authorised representative of each
Party hereto.

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12 Other Agreements
Unless expressly agreed otherwise in an instrument in writing signed by an authorised representative
of each Party hereto, nothing in this AGREEMENT shall supersede or in any way modify any of the
terms and conditions, or the rights and obligations of the Parties, included in any other agreements,
including any purchase agreement(s), between the Parties.

13 Ownership
All CONFIDENTIAL INFORMATION (including all copies thereof) shall remain the property of the
disclosing party and shall be returned to the disclosing party or destroyed after the receiving party’s
need for it has expired, or upon request of the disclosing party, and in any event, upon completion or
termination of this AGREEMENT. The receiving party further agrees to destroy all notes and copies
thereof made by its officers and employees containing or based on any CONFIDENTIAL INFORMATION
and to cause all agents and representatives to whom or to which CONFIDENTIAL INFORMATION has
been disclosed to destroy all notes and copies in their possession that contain CONFIDENTIAL
INFORMATION.

14 Breaches
Both parties agree to be responsible to the fullest extent allowed by law if their employees or agents
violate this AGREEMENT by disclosing CONFIDENTIAL INFORMATION of the other party. Furthermore,
each party hereby acknowledges and agrees that, in the event of any breach of this AGREEMENT by
the other party, including, without limitations, the actual or threatened disclosure of a disclosing
party’s CONFIDENTIAL INFORMATION without the prior express written consent of the disclosing
party, the disclosing party will suffer an irreparable injury such that no remedy at law will afford it
adequate protection against or appropriate compensation for such injury. Accordingly, each party
hereby agrees that the other party shall be entitled to specific performance of a receiving party’s
obligations under this AGREEMENT as well as further injunctive relief and specific performance as may
be granted by a court of competent jurisdiction. The disclosing party shall be entitled to reasonable
legal fees and other costs incurred to remedy any such breach.

15 Controlling Law and Jurisdiction

This AGREEMENT and any dispute hereunder shall be construed, interpreted and applied in
accordance with the laws of the United Kingdom, excluding its conflict of law provisions.

16 Government or Judicial Order

In the event any governmental or judicial order requires the disclosure of CONFIDENTIAL
INFORMATION, the Receiving Party shall promptly but in any event prior to such disclosure notify the
Disclosing Party of the requirement and provide reasonable aid and assistance if the Disclosing Party
decides to oppose such governmental or judicial order. The Receiving Party shall not be liable for any
disclosure of CONFIDENTIAL INFORMATION made pursuant to such governmental or judicial order if
it has complied with the provisions of this paragraph.

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IN WITNESS WHEREOF, each party represents and warrants that it has the authority to enter into this
AGREEMENT, to lawfully make the disclosures contemplated hereunder and to have executed this
agreement as of the date specified below:

SMART Global Solutions Limited NPHH

Suite 9, Stubbings House Rihanna plaza Tower-Suite (B)
Henley Road First floor
Maidenhead Zahraa El Maadi
Berkshire Egypt
SL6 6QL
United Kingdom

By: By:
Signature of duly authorised person Signature of duly authorised person

Name: Darren Edwards Name:

Title: Managing Director Title:
Date: 08/05/2024 Date:

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