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CONFIDENTIALITY AGREEMENTThis Confidentiality Agreement (the “Agreement”) is made and entered into as of December 22nd, 2014, by and between [ , ] a company organized under the laws of [ ], having its principal office at [ ], duly represented by [ ]; and 2 Vegan Natural Machines S.L., a company organized under de laws of Spain, having its principal office at Llacuna 162, 08018 Barcelona; hereinafter individually referred to as “Party” and collectively as “Parties”.This Agreement shall include and be binding upon the parties hereto, their respective affiliates and subsidiaries.Both Parties represent that this confidentiality agreement will be signed by a person who has sufficient power and authority to enter into this confidentiality agreement.WHEREASThe Parties intend to initiate conversations and in connection with the Parties´ conversations, the Parties may each furnish the other with certain confidential information, trade secrets or proprietary information relating to 2 Vegan Natural Machines S.L. and/or 2 Vegan Natural Machines S.L. business operations, financial condition and/or business plans and strategies (the “Proposed Transaction”). The Parties are each willing to engage in such conversations and provide such information to the other so long as the Party receiving such information (the “Receiving Party”) from the disclosing Party (the “Disclosing Party”) agrees to maintain the information in confidence pursuant to the terms of this Agreement.In consideration of the foregoing and the mutual agreements contained herein, and as a condition to the Par ties’ agreement to engage in such discussions regarding the Proposed Transaction and furnish such confidential information to each other, the Parties hereto agree as follows:1.- INFORMATION.As used in this Confidentiality Agreement, the term “Information” shall include all types of information, economical, financial, technical, commercial, strategic, or any other kind of information, whether oral, written, electronic, magnetic or by other media, disclosed by either Party to the other Party, as well as, any kind of analysis, studies, summaries, excerpts, or any kind of document produced by either Party or by both Parties as results of the information disclosed to each other, whether verbally if confirmed by a writing notice within thirty (30) days of disclosure, electronically, visually or in a written or other tangible form, which is either identified as confidential or proprietary at the time of disclosure or should be reasonably understood to be confidential or proprietary in nature. For the purposes of this Agreement, Confidential Information shall also include (a) the fact that discussions or negotiations are taking place between the Parties concerning the Proposed Transaction (b) any of the terms, conditions or other facts with respect to any such Proposed Transaction, including the status thereof or the cessation of discussions or negotiations between the Parties, and (c) the fact that this Agreement exists or that Confidential Information has been or may be made available to either Party2.- CONFIDENTIALITY. The Parties covenant and agree to maintain and treat as confidential all the Information disclosed by the Disclosing Party to the Receiving Party and any information that because of its nature and/or because the circumstances in which it was disclosed were such that the Receiving Party ought reasonably to have known that the information was confidential (the “Confidential Information”). The existence of the Confidentiality Agreement, the exchange of the information, its purpose and the results of the conversations between the Parties shall be considered to be Confidential Information. This obligation of confidentiality shall be applicable retroactively to any Confidential Information disclosed between the Parties before to the signature of the present Confidentiality Agreement.The Parties acknowledge that Confidential Information may be disclosed in connection with the Proposed Transaction. Except as otherwise expressly provided in this Agreement, the Parties agree to the following obligations: (a)the Receiving Party shall (i) keep the Disclosing Party’s Confidential Information in strict confidence and (ii) not disclose any Disclosing Party’s Confidential Information to anyone witho ut the Disclosing Party’s prior written consent except where such Confidential Information is disclosed pursuant to section (d) below; (b)the Receiving Party shall not use, or permit others to use Confidential Information for any purpose other than for evaluating the Proposed Transaction; (c)the Receiving Party shall take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures it takes to protect its own confidential information of a similar nature, which shall not be less than the care a reasonable person would use under similar circumstances; (d) the Receiving Party shall restrict the possession, knowledge, development and use of the Disclosing Party’s Confidentia l Information to its directors, officers, employees (including employees of its affiliated companies and subcontractors), consultants, counsel, accountants, professional advisors, and any potential investor or acquiror of a substantial part of such Party’s business (whether by merger, sale of asset, sale of stock or otherwise) (i) whose duties justify access to such Confidential Information, (ii) who have a need to know such Confidential Information in connection with the Proposed Transaction, and (iii) who are bound by a non-disclosure agreement or confidentiality obligations consistent with this Agreement; (e)notwithstanding the foregoing, each Party may disclose Confidential Information to the extent necessary pursuant to applicable federal, state or local law, regulation, court order, other legal process, or other governmental requirement or the rules of any stock exchange, (each a “Requirement”) provided the Receiving Party has given the Disclosing Party prior written notice of such required disclosure , to the extent permitted by such Requirement and, to the extent reasonably possible, has given the Disclosing Party an opportunity to contest such required disclosure at the Disclosing Party’s expense. Where such disclosure is required, the Receiving Party must only disclose that portion of Confidential Information which it is advised by counsel it is required to disclose and the Receiving Party must use reasonable efforts to obtain safeguards that confidential treatment reasonably acceptable to the Disclosing Party will be accorded to such Confidneital Information; and (f) the Receiving Party shall notify the Disclosing Party immediately in the event the Receiving Party learns of any unauthorized possession, use or knowledge of the Confidential Information or materials containing Confidential Information and will cooperate with the Disclosing Party in any proceeding against any third persons necessary to protect the Disclosing Party’s rights with respect to the Confidential Information.The Parties hereby agree not to release any press statement or issue any other publicity regarding the relationship between the Parties without the prior written consent of the other party.The Parties hereby agree not to disclose to any third party the identity of the other Party on a client list or otherwise.3.- EXCEPTIONS.Confidential Information shall not include any Information: (i) lawfully available in the public domain prior to the date of this Agreement, or becoming lawfully available in the public domain thereafter without breach hereof; (ii) that can be demonstrated to have been lawfully known by the Receiving Party prior to receipt from the Disclosing Party, provided that such information was not disclosed subject to a confidentiality agreement or other document restricting its disclosure; (iii) becomes known to the Receiving Party without confidential or proprietary restriction from a source other than the Disclosing Party; (iv) that can be shown by documentation to have been independently and lawfully developed by the Receiving Party without the use of the Confidential Information.4.-OWNERSHIP OF CONFIDENTIAL INFORMATION. All Confidential Information disclosed under this Agreement (including Information in computer software or held in electronic storage media) shall remain the exclusive property of the Disclosing Party, and the Receiving Party shall have no rights, by license or otherwise, to use the Confidential Information except as expressly provided herein. No patent, copyright, trademark or other proprietary right is licensed, granted or otherwise conveyed by this Agreement with respect to Confidential or other information.Within ten (10) days of the Disclosing Party’s written request, the Receiving Party shall return or destroy (at Disclosing Party’s choice) the Confidential Information provided.The Receiving Party undertakes not to reproduce nor transform nor use the Confidential Information save for as is reasonably necessary for the purpose for which the Confidential Information was disclosed.5.- TERM. This Confidentiality Agreement will remain in effect for one year following the Effective Date. Either Party shall have the right to terminate this Agreement upon thirty (30) calendar days written notice from one Party to the other delivered by first class, certified mail postage prepaid or express courier to the notice address set forth below. Notwithstanding termination or expiration of this Agreement, all Confidential Information disclosed hereunder shall be protected in accordance with this Agreement for a period of five years after termination or expiration of this Agreement.6.- NON-WAIVER. Any failure by either Party to enforce the other Party’s strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.7.- RETURN OF INFORMATION.Upon termination of this Agreement or at any time upon a written request from the Disclosing Party, all Confidential Information (including without limitation, copies thereof) in the Receiving Party's possession shall immediately be returned to the Disclosing Party or destroyed (at Disclosing Party’s choice), and such return or destruction certified by the Receiving Party, within ten (10) days of the written request.8.- NO PROMISE.The execution of, any exchange of information or other action taken to give effect to, the Agreement, shall not constitute or imply any promise or intention or commitment by either party to purchase any product or service, to market (now or in the future); to distribute or supply any product or service; or to engage in or commit to any other kind of transaction or agreement with the other party.9.- MISCELLANEOUS. 9.1.- This Confidentiality Agreement forms the entire agreement between the Parties in connection with the Proposed Transaction. In particular, the signature of the present Confidentiality Agreement shall not grant any license or other rights of exploitation of Intellectual Property rights or of any other kind of rights, nor prevent either Party to enter into conversations, agreements or contracts with third parties, nor oblige to either Party to enter into an agreement or a contract as a consequence of the above referred conversations.9.2.- No warranties of any kind are given by either Party with respect to the accuracy, appropriateness or completeness of information provided to the other.9.3.- This Agreement shall not create a joint venture, partnership or other formal business relationship or entity of any kind, or an obligation to form any such relationship or entity. Any commercial relationship between the Parties shall be treated in a different agreement from the current Confidentiality Agreement. Each Party shall act as an independent contractor and not as an agent of the other Party for any purpose, and neither shall have the authority to bind the other.9.4.- The Parties agree that this Confidentiality Agreement represents the entire agreement between the Parties in relation to the exchange of the Confidential Information in connection with the Proposed Transaction, that this Confidentilaity Agreement superseeds any prior agreements, either oral or written, regarding the exchange of Confidential Information in connection with the Proposed Transaction and that this Agreement may not be altered, changed or amended except by written instrument signed by both Parties.9.5.- Neither party shall assign any of its rights, duties, or responsibilities under this Agreement without the prior written consent of the other party which shall not be unreasonably withheld or delayed. This Agreement shall bind any successors and assignees of either party as if they were an original party to this Agreement.9.6 UNLESS OTHERWISE SPECIFICALLY PROVIDED FOR, THE CONFIDENTIAL INFORMATION IS PROVIDED “AS IS” AND DISCLOSING PARTY MAKES NO WARRANTY OF ANY KIND, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SUITABILITY OR NON-INFRINGEMENT. 10.- GOVERNING LAW – JURISDICTION.10.1- This Confidentiality Agreement shall be governed by and construed under the laws of the Kingdom of Spain without regard to conflicts of laws principles.10.2- Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Confidentiality Agreement shall be submitted to the exclusive jurisdiction of the courts of the city of Barcelona, Spain .11.-COUNTERPARTS. This Confidentiality Agreement shall be executed in two counterparts, each of which shall be deemed to be an original copy of this Confidentiality Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.AGREED TO AND ACCEPTED by the Parties hereto on the day and year first written above. [ ]………………… Barcelona, November 27, 2014By: By:Title: Title: CEO。