NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

This Non-Disclosure and Confidentiality Agreement (this “Agreement”) is entered into effective as
of January 1, 2023 by and between Maine Shellfish Developers, a Maine Limited Liability
Company (“MSD”) and Name: MANIDEEP DUBHYALA, a student at Northeastern University
(“Receiving Party”).

MSD and Receiving Party have indicated an interest in working together on a case study
regarding expansion and commercialization of Maine Shellfish Developers (the “Project”). In
connection with the parties' respective evaluation of the Project, Maine Shellfish Developers,
its respective affiliates and its directors, officers, employees, agents or advisors (collectively, the
“MSD Representatives”) may provide or grant access to certain confidential and proprietary
information to Receiving Party. The party disclosing its Confidential Information (as defined
herein) to the other party is hereafter referred to as the “Disclosing Party.” The party receiving
the Confidential Information of the Disclosing Party is hereafter referred to as the “Receiving
Party.” In consideration for being furnished Confidential Information, MSD and Receiving Party
agree as follows:

1. Confidential Information. The term “Confidential Information” as used in this Agreement shall
mean any data or information that is competitively sensitive material and not generally known to
those with knowledge of the aquaculture business, including the spawning and rearing of shellfish
seed. Confidential Information may include, but not be limited to, information relating to any of
the following: business plans, design, improvements, marketing strategies, present or future
business activities, product development and plans, data, databases, documentation, flow
charts, formulas, reports, specifications, operations, procedures, processes, supplier
lists, supplier profiles, supplier relationships, systems, inventions, know-how, proprietary
concepts, technical information, trade secrets of or pertaining to MSD and which is confidential to
the Disclosing Party. Any such Confidential Information shall be clearly identified as such, in
writing, electronically or verbally, depending on the form in which the Confidential Information is
provided by the Disclosing Party.

2. Exclusions from Confidential Information. The obligation of confidentiality with respect to

Confidential Information will not apply to any information:

a. If the information is or becomes publicly known and available other than as a result of
prior unauthorized disclosure by the Receiving Party or any of its respective affiliates and
its directors, officers, employees, agents or advisors (collectively, the “Receiving Party
Representatives”);
b. If the information is or was received by the Receiving Party from a third party source
which, to the best knowledge of the Receiving Party or its Representatives, is or was not
under a confidentiality obligation to the Disclosing Party with regard to such information.
For the avoidance of doubt, the Receiving Party shall be under no specific obligation to
determine whether any such information so received is Confidential Information;
c. If the information is disclosed by the Receiving Party with the Disclosing Party’s prior
written permission and approval;
d. If the information is independently developed by the Receiving Party prior to disclosure by
the Disclosing Party and without the use and benefit of any of the Disclosing Party’s
Confidential Information; or
e. If the Receiving Party or any of its Representatives is legally compelled by applicable law,
by any court, governmental agency or regulatory authority or by subpoena or discovery
request in pending litigation but only if, to the extent lawful, the Receiving Party or its
Representatives make best commercial efforts to give prompt written notice of that fact to

Non-Disclosure and Confidentiality Agreement (Rev. 133C782)

 the Disclosing Party prior to disclosure so that the Disclosing Party may request a
protective order or other remedy to prevent or limit such disclosure and in the absence of
such protective order or other remedy, the Receiving Party or its Representatives may
disclose only such portion of the Confidential Information which it is legally obligated to
disclose.

3. Obligation to Maintain Confidentiality. With respect to Confidential Information:

a. The Receiving Party and its Representatives agree to retain the Confidential Information
of the Disclosing Party in strict confidence, to protect the security, integrity and
confidentiality of such information and to not permit unauthorized access to or
unauthorized use, disclosure, publication or dissemination of Confidential Information
except in conformity with this Agreement;
b. Upon the termination of this Agreement, the Receiving Party will ensure that all
documents, memoranda, notes and other writings or electronic records prepared by it that
include or reflect any Confidential Information are returned or destroyed as reasonably
directed by the Disclosing Party;
c. If there is an unauthorized disclosure or loss of any of the Confidential Information known
by the Receiving Party or any of its Representatives to have occured, the Receiving Party
will promptly, at its own expense, notify the Disclosing Party in writing and take all actions
as may be necessary or reasonably requested by the Disclosing Party to minimize any
damage to the Disclosing Party or a third party as a result of the disclosure or loss; and
d. The obligation not to disclose Confidential Information shall survive the termination of this
Agreement, and at no time will the Receiving Party or any of its Representatives be
permitted to disclose Confidential Information, except to the extent that such Confidential
Information is excluded from the obligations of confidentiality under this Agreement
pursuant to Paragraph 2 above.

4. Non-Disclosure of Project. Without the Disclosing Party’s prior written consent, and subject
to Section 9 herein, neither the Receiving Party nor its Representatives shall disclose to any other
person, except to the extent, the provisions of Paragraph 2 apply: (a) the fact that Confidential
Information has been made available to it or that it has inspected any portion of the Confidential
Information; (b) the fact that the Disclosing Party and the Receiving Party are having discussions
or negotiation concerning the Transaction; or (c) any of the terms, conditions or other facts with
respect to the Transaction.

5. Representatives. The Receiving Party will take reasonable steps to ensure that its
Representatives adhere to the terms of this Agreement. The Receiving Party will be responsible
for any breach of this Agreement by any of its Representatives.

6. Disclaimer. There is no representation or warranty, express or implied, made by the

Disclosing Party as to the accuracy or completeness of any of its Confidential Information. Except
for the matters set forth in this Agreement, neither party will be under any obligation with regard to
the Transaction. Either party may, in its sole discretion: (a) reject any proposals made by the
other party or its Representatives with respect to the Transaction; (b) terminate discussions and
negotiations with the other party or its Representatives at any time and for any reason or for no
reason; and (c) change the procedures relating to the consideration of the Transaction at any
time without prior notice to the other party.

7. Remedies. Each party agrees that use or disclosure of any Confidential Information in a
manner inconsistent with this Agreement will give rise to irreparable injury for which: (a) money
damages may not be a sufficient remedy for any breach of this Agreement by such party; (b) the
other party may be entitled to specific performance and injunction and other equitable relief with
respect to any such breach; and (c) such remedies will not be the exclusive remedies for any
such breach, but will be in addition to all other remedies available at law or in equity.

Non-Disclosure and Confidentiality Agreement (Rev. 133C782)

8. Notices. All notices given under this Agreement must be in writing. A notice is effective upon
receipt and shall be sent via one of the following methods: delivery in person, overnight courier
service, certified or registered mail, postage prepaid, return receipt requested, addressed to the
party to be notified at the below address or by facsimile at the below facsimile number or in the
case of either party, to such other party, address or facsimile number as such party may
designate upon reasonable notice to the other party.

Maine Shellfish Developers, LLC

Taylor A Pryor, Managing Member
17 Maple Street, Apt. B
Brunswick, ME 04011
Phone number: (207) 406-2669-1924

Receiving Party
Name: Manideep Dubhyala
Title:
Company: Northeastern University
Address: 156 Wishing Well DR. Ontario, M1T1K1
Phone: 4379895423

9. Termination. This Agreement will terminate on the earlier of: (a) the written agreement of the
parties to terminate this Agreement; (b) 7 years from the date hereof.

10. Amendment. This Agreement may be amended or modified only by a written agreement
signed by both of the parties.

11. Jurisdiction. This Agreement will be governed by and construed in accordance with the laws
of the State of Maine, without regard to the principles of conflict of laws. Each party consents to
the exclusive jurisdiction of the courts located in the State of Maine for any legal action, suit or
proceeding arising out of or in connection with this Agreement. Each party further waives any
objection to the laying of venue for any such suit, action or proceeding in such courts.

12. Miscellaneous. This Agreement will inure to the benefit of and be binding on the respective
successors and permitted assigns of the parties. Neither party may assign its rights or delegate
its duties under this Agreement without the other party’s prior written consent. In the event that
any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part,
the remaining provisions shall not be affected and shall continue to be valid, legal and
enforceable as though the invalid, illegal or unenforceable parts had not been included in this
Agreement. Neither party will be charged with any waiver of any provision of this Agreement,
unless such waiver is evidenced by a writing signed by the party and any such waiver will be
limited to the terms of such writing.

Non-Disclosure and Confidentiality Agreement (Rev. 133C782)

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.

Maine Shellfish Developers LLC:

Tap Pryor/ Managing Member

Signed Name/Title

Receiving Party:

Manideep Dubhyala MANIDEEP DUBHYALA

Signed Name/Title

Non-Disclosure and Confidentiality Agreement (Rev. 133C782)