—. s== —— => AACS AireC MINISTRY0F AGRICULTURE ere z Ref. No. * pfufror) Date To: ‘AgroMate Smart Agro Tech, LLC Block A South Boulevard Road, Bruma, 1033 Third Avenue SW, Suite 210 Orce No. O23 Easige Oftee Fark Savuch inden 46032 Johannesburg, 2198. South Africa USA Bee aes Haszestl Te +110922.9222 Dr Panashe Chiurunge George Gordon Chief Executive Officer Chief Executive Officer AgroMate ‘Smart Agro Tech, LLC Subject: Expression of Interest for Application of Artificial Intelligence (Al) in the Ethiopian ‘Ministry of Agriculture Dear Sirs, We refer to your visit to our Ministry in October 2021, and your preliminary specification of the application of Artificial Intelligence in the agriculture. We again express our gratitude to your company of the highlight given to us to apply artificial intelligence system for optimization of food production for Ethiopia. Accordingly, Ministry of Agriculture is interested in implementing a practical application of artificial intelligence systems in the Ethiopian agricultural sector. This letter serves as our expression of interest, and our invitation to AgroMate / Smart Agro Tech, to enter into confidential and non-binding discussions regarding the feasibility of an artificial intelligence-empowered farm project within the Ethiopian agro-processing sector, and ultimately leading toward agreement on the terms and conditions on which AgroMate / Smart Agro Tech, or an affiliated company would design, construct, finance, operate and maintain such a project as an independent farming system. 1 The Smart Farming System Based on conversations following your October visit, we understand that, for an initial demonstration project of this kind, you propose a project that generally consists of the following key features (hereinafter, the “System” Remote sensing using infrared satellites and drones to monitor field activities ‘Advanced Artificial Intelligence software and hardware, including, (© Measuring, monitoring, and control of food production inputs, © Data Center, © Database & Database Management System, © Modular farming system that will produce high-end crops and vegetables, © Warehouse Receipting System, ‘© Smart crop/vegetable management system and Mobile App B +251 116 411969/71 ® infoamoagovet )_ Www.moa.govet Pre RG nF] OLA OG CE BHT hAR RNA RPS Bole Sub City, Woreda 06, Gurdshola;__ > 62847 Addis Ababa, Ethiopia NSQgGOL+ NhL | Beyond Production2 iopian Ministry of Agriculture The Management of Ethiopian Ministry of Agriculture considers the proposed System to be an exceptional and Uunique project and consistent with the broader goals of the agricultural next 5 years plan thematic area endorsed by the Federal Government of Ethiopia. As such, Ethiopian Ministry of Agriculture is authorized to award a notice to proceed agreement and other contracts for the realization of the System in response to a self-initiated offer without a competitive solicitation of the Ethiopian procurement procedures through pursuing permission of responsible public body. 3. AL Project Conditions This letter of interest is based on and assumes the eventual fulfillment of the follo realization of and execution of definitive agreements for the System: 1g conditions in the ‘+ The initial System demonstration project will be located anywhere in Ethiopia, + A prototype will be tested following full deployment. * The Ministry of Agriculture will assist with off-take of produce from the System at acceptable prices per kg to be negotiated, * Land for the project will be facilitated by Ethiopian Ministry of Agriculture. * The System will be developed and financed by AgroMate / Smart Agro Tech, or an affiliated company as an independent Agro producer on a Build Own Operate (BOO) basis. + Definitive agreements governing implementation of the System will include: © Land Lease Agreement with relevant land owner; and © Implementation Agreement with the Ministry of Finance & Economic Cooperation on behalf of the Federal Democratic Republic of Ethiopia. ‘© Financing for the System is expected to be obtained from intemational development and finance institutions on customary international project finance terms. + Implementation of the System will be subject to: © your completion of satisfactory due diligence investigation and feasibility studies; © approval of the System and related agreements by your management and investors, as applicable; and ‘© approval of the System and related agreements by the Board of Management of Ministry of ‘Agriculture © AgroMate / Smart Agro Tech, will work with agriculture research institutes and agriculture universities to facilitate knowledge sharing and technology transfer training to further develop Ethiopian farming management experts throughout the country. © AgroMate / Smart Agro Tech will also work with local investors in Ethiopia in the future, to cultivate regional smart farm program expansion, including manufacturing or recommending parts and inputs for the smart farming system, * Following confirmation of feasibility of the System and based on expected benefits from the initial demonstration project, we are also interested in working with your company for future expansion ofartificial intelligence technology in the Ethiopian Agro sector, and we intend to negotiate a Master Services Agreement with your company on a bilateral basis, 4. Expression of Interest and Invitation Based on the above, you are hereby invited, and we kindly request your company, to submit to Ethiopian Ministry of Agriculture a similar letter of interest on your part, to be foilowed with your proposed detailed technical specifications for the System, Following receipt of your detailed specifications, we invite you to Ethiopian Ministry of Agriculture headquarters in Addis Ababa, Ethiopia to enter into negotiations with your company to enter definitive agreements to govern the System demonstration project. It would be the intention to conclude such negotiations in an expedited manner. 5. Relationship of the Parties This letter of interest is neither intended to create, nor shall it be construed as creating: (a) a joint venture, partnership or other form of business association between your company and Ethiopian Ministry of Agriculture, (b) any obligation on the part of either party to continue of conclude discussions or negotiations with respect to the System or any potential arrangements between us, of (¢) an agreement to enter into any agreement However, we acknowledge and agree that all tochnical specifications and documentation relating to the System, all work product of each party prepared in relation to the System and this letter of interest, and all correspondence and discussions between us will be treated as confidential information and will not be disclosed to any third parties other than (i) to statutory agencies as required by applicable law, or (ii) to professional advisers oF consultants used in connection with the transactions contemplated by this leter. Each party will pay its own costs and expenses (including, without limitation, the fees and expenses ofits agents, representatives, advisers and counsel) necessary for the negotiation, preparation and execution of definitive agreements in relation to the System. Finally, we would ike to reiterate our enthusiasm for this project and our desire to work closely together with your company in realizing the AI infused smart farming system in an expeditious manner and thereafter to continue our mutually beneficial collaboration. For your further contact and information please work with HLE. Mr. Efa Muleta (Advisory State Minister) and HLE Dr. Mandefro Negusie (CEO of ATI) on behave of my Ministry Sincerely, > Mr. Efa Muleta Ministry of Agriculture > Dr Mandefro Negusie ATI Addis Ababa