NON DISCLOSURE AGREEMENT

Between

Talesun Solar Germany GmbH

Landsberger Straße 110
80339 Munich, Germany

A company organized under the law of Germany and registered under HRB 191440

- hereinafter referred to as "Talesun” -

and

ZTC Banja Vrućica a.d. Teslić

Banja Vrociica
74270 TESLIĆ
Bosnia Herzegovina

A company organized under the law of Bosnia Herzegovina and registered under number
BVRU-R-A with the Companies’ Register of Banja Luka

- hereinafter referred to as " ZTC” -

Talesun and ZTC, hereinafter jointly referred to as the "Parties" and, separately, as a "Party";
the Party which discloses the Information, as defined below, or to which the Information pertain,
shall be referred to as the "Disclosing Party"; the Party which receives or otherwise obtain the
Information shall be referred to as "Recipient Party".
 WHEREAS:

A. the Parties intend to evaluate certain business opportunities in the photovoltaic sector, in
particular engineering, procurement of all components and construction of roof top
systems in Bosnia Herzegovina and for this purpose, each Party needs to provide to the
other Party certain Information (as defined below) related to certain photovoltaic projects
(the “Projects”);

B. by means of this agreement (the “Agreement”), the Parties wish to regulate their specific
obligations in relation to the disclosure of the Information.

NOW, THEREFORE, THE PARTIES AGREE AS FOLLOW

1. DEFINITIONS

According to this Agreement:

"Information" means any information of whatever nature (whether commercial, financial,

operational, managerial, tax, legal, administrative or otherwise) relating to the Projects, to
the Disclosing Party, and/or to controlled or affiliated companies of the Disclosing Party,
which is obtained by the Recipient Party or any Representatives of the Recipient Party,
whether before, on or after the date of this Agreement, in any form (including, without
limitation, in writing or orally or in a visual or an electronic form or in a magnetic or digital
form) and whether directly or indirectly from, or pursuant to discussions with, the
Disclosing Party or the Representatives of the Disclosing Party, and includes, without
limitation, (i) any information about price policies, suppliers, contacts, sources, business
partners, customers, financial information, processes, know-how, trade secrets, marketing
strategies, sales data, legal affairs, contractual arrangements and commercial
agreements and regulatory matters affecting the Projects, (ii) all analysis, lists, studies,
reports and similar documents, which have been produced on the basis of the information
mentioned above, and (iii) the fact that discussions and negotiations about the Projects
are taking place and the status of such negotiations. "Representative" means any
director, manager, officer, employee, agent, attorney or adviser of each Party.
2. EXCEPTIONS

This Agreement does not apply to any Information which: (i) at the date of disclosure is
publicly known or at any time after that date becomes publicly known, unless such
Information becomes public as a result of a breach of this Agreement; and/or (ii) was
lawfully in the possession of the Recipient Party before the date of disclosure pursuant
to this Agreement; and/or (iii) has been legally obtained from a third party, and/or (iv) the
delivery of such documentation and information is made in compliance with any legal
obligations enforced upon the disclosing Party.

3. CONFIDENTIALITY OBLIGATIONS

3.1. Except as otherwise set out under this Agreement, the Recipient Party shall keep the
Information strictly private and confidential and shall not, without the prior written
consent of the Disclosing Party, disclose to any person or make a public announcement
of any Information.

3.2. If a disclosure or announcement pursuant to paragraph 3.1 above is required by any

applicable provision of law or a definitive judicial injunction, such disclosure or
announcement shall only be made after informing the Disclosing Party in writing of the
full circumstances and the nature of the Information to be disclosed, consulting with the
Disclosing Party and taking into account the requirements of the Disclosing Party as to
taking steps to avoid or limit disclosure or announcement, preserving the confidentiality
of such disclosure or announcement and as to its timing, contents and manner of
making or dispatch.

3.3. If paragraph 3.2 applies and the Recipient Party is unable, due to unforeseeable and
exceptional circumstances to consult with the Disclosing Party before the disclosure or
announcement is made, the Recipient Party shall inform the Disclosing Party of the
circumstances, timing, content and manner of making or dispatch of the disclosure or
announcement immediately after such disclosure or announcement is made.

4. USE OF THE INFORMATION

4.1. The Recipient Party may use the Information only for the purposes of evaluating the
Projects, and its possible, direct or indirect, investment in any of the Projects.
 4.2. Access to the Information will not grant to the Recipient Party or to any Representatives
any right on the Information, including, but not limited to, any right of license; the
Recipient Party acknowledges and agrees that the Information is and shall remain the
exclusive property of the Disclosing Party.

5. DISCLOSURE OF THE INFORMATION

5.1. The Recipient Party may disclose the Information solely to its Representatives who are
directly concerned with the evaluation of the Projects and the possible transaction
connected to any of the Projects.

5.2. The Recipient Party shall ensure that each Representative to whom Information is
disclosed under paragraph 5.1 above is fully aware of and complies with all terms of this
Agreement.

5.3. The Recipient Party shall take all measures to ensure that no unauthorized person has
access to any Information. Notwithstanding this, the Recipient Party shall notify the
Disclosing Party in writing immediately upon becoming aware of any such access
having been obtained.

6. DURATION

6.1. The confidentiality obligations under this Agreement will be effective as of the date of its
signing and shall remain in force for the following 2 years.

6.2. If the negotiations relating to the Projects are terminated, or upon written request by the
Disclosing Party, the Recipient Party shall:

immediately deliver to the Disclosing Party all copies of any document, disk or other
media obtained which contains, reflects or is generated from any Information or destroy
such Information; and

use all reasonable efforts to erase from any computer under the control of the Recipient
Party any document, disk or file containing, reflecting or being generated from any
Information, save for automatically generated backup copies falling outside of normal
control.
 6.3. Immediately upon fulfillment of the obligations provided under this paragraph, the
Recipient Party shall confirm in writing to the Disclosing Party to have complied with this
paragraph.

7. NON CIRCUMVENTION

Each Party agrees not to directly or indirectly contact, deal with, transact, or otherwise
be involved with any developer/owner introduced by the relevant Party in the frame of
this Agreement, without the specific written permission of the introducing Party. It is
agreed that this Clause is not applicable whether the relevant Projects have been
already proposed to the Recipient Party, or have been already negotiated by the
Recipient Party, before the relevant Information has been disclosed by the Disclosing
Party according to this Agreement.

8. GOVERNING LAW AND JURISDICTION

8.1. This Agreement is governed by, and shall be construed in accordance with, the laws of
Germany.

8.2. The Courts of Munich shall have exclusive jurisdiction to hear and decide any action or
proceedings that may arise in connection with this Agreement.

9. FINAL PROVISIONS

9.1. By signing this Agreement, each Party does not undertake to finalize any transaction
with the other Party in connection to the Projects.

9.2. No variation or amendment of this Agreement is valid unless it is in writing and signed
by or on behalf of each Party.

9.3. The failure to exercise or delay in exercising a right or remedy under this Agreement
does not constitute a waiver of the right or remedy or a waiver of any other right or
remedy. No single or partial exercise of any right or remedy under this Agreement
prevents any further exercise of the right or remedy or the exercise of any other right or
remedy.
 9.4. If any of the provisions of this Agreement becomes invalid or unenforceable, this shall
not affect or impair the validity of the remaining provisions. The invalid or unenforceable
provision shall be replaced by a provision ensuring, as far as possible, the economic
purpose of the invalid or impracticable provision.

Munich, …………………………. Munich, ……………………….

___________________________________ ___________________________________
Talesun Solar Germany GmbH Talesun Solar Germany GmbH

…………………., ………………….

___________________________________
ZTC Banja Vrućica a.d. Teslić