This Confidential Information and Inventions Assignment Agreement (the "CIIAA") is entered into by and between Sponic Gardens, Inc. (the "Company") and Mariia Kovalova (the "Contractor"). It is signed concurrently with, and forms an integral part of, the Botanical Engagement Manager Engagement Letter dated 18 May 2026 (the "Engagement Letter"). The Engagement Letter and this CIIAA together govern the engagement; in the event of conflict between the two on matters of intellectual property or confidentiality, this CIIAA prevails.

1. "Work Product" means any and all inventions, discoveries, ideas, concepts, improvements, methods, processes, techniques, know-how, designs, drawings, specifications, software (source and object code), algorithms, models, prompts, data, datasets, databases, content, copy, photographs, video, audio, illustrations, brand assets, names, marks, slogans, documentation, business plans, financial models, supplier lists, member lists, and any other materials — in any medium, whether or not patentable, copyrightable, or otherwise protectable — that the Contractor, alone or with others, conceives, develops, reduces to practice, authors, or creates (i) in the course of performing services for the Company, (ii) using any Company resources, Confidential Information, or facilities, or (iii) that relate to the Company's actual or anticipated business, research, or development.
2. "Pre-existing Materials" means any tools, inventions, works of authorship, processes, methods, data, or other materials owned by the Contractor before the start of the engagement and not created in connection with it, as identified by the Contractor in Schedule A below.
3. "Confidential Information" means all non-public information of the Company, in any form, that the Contractor learns, accesses, or receives in connection with the engagement, including without limitation business plans, financial information, member and partner information, supplier information, pricing, product roadmaps, technical know-how, software, algorithms, prompts, designs, growing methods, recipes, marketing strategies, and any information of third parties that the Company is obligated to keep confidential.
4. "Trade Secret" means any Confidential Information that derives independent economic value from not being generally known and is the subject of reasonable measures to maintain its secrecy.
5. "Engagement" means the contractor relationship established under the Engagement Letter, including any extensions or renewals.

1. Exclusive ownership: All Work Product is and shall be the sole and exclusive property of the Company. Title to all tangible embodiments of Work Product (including notebooks, drawings, prototypes, files, and electronic records) vests in the Company upon creation.
2. Present assignment: The Contractor hereby irrevocably assigns, transfers, and conveys to the Company, exclusively and worldwide, all right, title, and interest in and to the Work Product, including all intellectual property rights of every kind — patents, utility models, copyrights and related rights, database rights, trademarks, design rights, trade secrets, moral rights (to the extent assignable), and any analogous rights now known or hereafter recognized in any jurisdiction. This assignment is effective immediately upon the creation, conception, or fixation of each item of Work Product.
3. Work made for hire (US Copyright Act): To the maximum extent permitted by 17 U.S.C. §101 et seq., all Work Product that qualifies as a "work made for hire" shall be deemed such, with the Company as author. Any Work Product that does not so qualify is assigned to the Company pursuant to clause (b).
4. Polish copyright — fields of exploitation (pola eksploatacji, Art. 41(2) of the Polish Act on Copyright and Related Rights): Without limiting clause (b), the Contractor expressly transfers to the Company the economic copyright in all Work Product authored in Poland or governed by Polish copyright law, on all fields of exploitation known at the date of this CIIAA, including in particular those enumerated in Article 50 of the said Act:
   • recording and reproduction by any technique (print, reprographic, magnetic, digital, optical);
   • marketing of the original or copies by sale, rental, lending, or otherwise;
   • public performance, display, exhibition, broadcasting, retransmission, and making available to the public in such a way that members of the public may access it from a place and at a time individually chosen by them (including via the internet);
   • incorporation into other works, translation, adaptation, alteration, modification, and creation of derivative works;
   • use of the Work Product, in whole or in part, in marketing, advertising, training, and product development materials of the Company and its successors.
5. Polish copyright — dependent rights (Art. 46): The Contractor grants the Company the exclusive right to exercise and to authorize others to exercise dependent (derivative) rights in all Work Product, including the right to create and exploit translations, adaptations, and other derivative works.
6. Trailing assignment: If, within twelve (12) months after the end of the Engagement, the Contractor conceives, develops, or reduces to practice any invention, work of authorship, or other material that (i) relates to the Company's business or research as of the end of the Engagement, or (ii) results from work performed during the Engagement or from use of Confidential Information, that item is deemed Work Product and is assigned to the Company under this Section 2.
7. Future-arising rights: To the extent any right cannot be assigned at the time of creation, the Contractor agrees to assign it as soon as it arises, and in the interim grants the Company an exclusive, irrevocable, royalty-free, worldwide, sublicensable licence to exercise it.

1. Disclosure: The Contractor has listed in Schedule A all Pre-existing Materials that the Contractor wishes to reserve from the assignment in Section 2. Any item not so listed is presumed not to exist, and any such omitted item incorporated into Work Product shall be deemed assigned to the Company under Section 2.
2. Licence back: If the Contractor incorporates any Pre-existing Material into Work Product, the Contractor hereby grants the Company a perpetual, irrevocable, royalty-free, worldwide, sublicensable, transferable licence to use, reproduce, modify, distribute, and otherwise exploit such Pre-existing Material as part of the Work Product or any derivative thereof.
3. No incorporation without notice: The Contractor shall not incorporate any third-party material into Work Product without the Company's prior written consent and shall ensure that any such material the Company approves is licensed on terms that permit the Company's full intended use.

To the maximum extent permitted by applicable law — including Article 16 of the Polish Act on Copyright and Related Rights — the Contractor irrevocably waives, and agrees not to assert, any and all moral and personal rights in the Work Product, including rights of attribution, integrity, disclosure, and withdrawal. Where waiver is not permitted, the Contractor consents to the Company's exercise, modification, alteration, and exploitation of the Work Product as the Company sees fit, without further notice or compensation, and authorizes the Company (and its successors and assignees) to exercise such rights on the Contractor's behalf.

The compensation paid under the Engagement Letter (hourly fee plus the future-equity promise in Section 3 of the Engagement Letter) is the Contractor's sole and complete remuneration for the creation and assignment of all Work Product, including any inventions falling within Article 22 of the Polish Industrial Property Law (Prawo własności przemysłowej) and any analogous provisions in any other jurisdiction. The Contractor expressly waives any right to additional remuneration, royalties, or compensation in connection with the use, exploitation, or commercialization of any Work Product by the Company or any of its licensees, successors, or assignees.

1. Duty: The Contractor shall hold all Confidential Information in strict confidence, shall use it solely for the purpose of performing services for the Company under the Engagement Letter, and shall not disclose, publish, or make it available to any third party without the Company's prior written consent.
2. Duration: The duty of confidentiality applies during the Engagement and for five (5) years thereafter; the duty with respect to Trade Secrets is perpetual and continues for as long as the information qualifies as a trade secret.
3. Care: The Contractor shall protect Confidential Information using at least the same degree of care used to protect the Contractor's own confidential information, and in no event less than reasonable care.
4. No reverse engineering or competitive use: The Contractor shall not use Confidential Information to develop, directly or indirectly, any product, service, or business that competes with the Company.
5. Exceptions: The obligations in this Section 6 do not apply to information that the Contractor can demonstrate by competent written evidence: (i) was in the public domain at the time of disclosure or thereafter entered the public domain through no breach by the Contractor; (ii) was rightfully known to the Contractor without restriction before disclosure by the Company; or (iii) was rightfully received from a third party without restriction and without breach of any obligation. Compelled disclosure under law or court order is permitted only after prompt written notice to the Company sufficient to allow the Company to seek a protective order.
6. Return of materials: Upon the end of the Engagement, or earlier upon the Company's request, the Contractor shall promptly return or, at the Company's option, destroy all Confidential Information and all tangible and electronic embodiments thereof, including all copies, and shall certify such return or destruction in writing.

The Contractor represents and warrants that (a) the Contractor is free to enter into and perform this CIIAA without breaching any obligation owed to any other person, (b) the Contractor will not use, in performing services for the Company, any confidential information or trade secrets of any third party (including any former employer or principal) without proper authorization, and (c) the Contractor will not incorporate into Work Product any material owned by a third party except with the Company's prior written consent.

1. Further assurances: The Contractor shall, at the Company's reasonable request and expense, execute all documents and take all further actions reasonably necessary to perfect, record, register, prosecute, defend, or enforce the Company's rights in the Work Product, both during and after the Engagement.
2. Power of attorney: If the Contractor fails or is unable to execute any such document within a reasonable time after request, the Contractor irrevocably appoints the Company, with full power of substitution, as the Contractor's attorney-in-fact, coupled with an interest, to execute and file such document on the Contractor's behalf solely for the purposes set out in this CIIAA.
3. Record-keeping: The Contractor shall maintain reasonable records of Work Product (notebooks, code repositories, design files) and shall promptly disclose all Work Product to the Company.

The Contractor acknowledges that any breach of Sections 2, 3, or 6 of this CIIAA would cause the Company irreparable harm for which monetary damages alone would be inadequate, and that the Company is entitled to seek injunctive and other equitable relief in addition to any other remedies available at law, without the need to post bond.

1. Survival: Sections 2 (Ownership & Assignment), 3 (Pre-existing Materials), 4 (Moral Rights Waiver), 5 (Inventor Remuneration), 6 (Confidentiality), 7 (Third-Party Information), 8 (Cooperation), and 9 (Equitable Relief) survive termination or expiration of the Engagement for the durations stated or, where no duration is stated, indefinitely.
2. Governing law: This CIIAA is governed by the laws of the State of Delaware, USA, without regard to conflict-of-law principles, except that mandatory rules of Polish law applicable to copyright assignments and moral rights shall apply to such matters insofar as they cannot be contracted out of.
3. Jurisdiction: The parties submit to the exclusive jurisdiction of the common courts of Warsaw, Poland for any dispute arising out of or relating to this CIIAA, except that the Company may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information (consistent with Section 9 above).
4. Severability: If any provision is held unenforceable, the remaining provisions shall continue in full force and effect, and the unenforceable provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the parties' intent.
5. No waiver: Failure by the Company to enforce any provision is not a waiver of that or any other provision.
6. Assignment: The Company may assign this CIIAA, in whole or in part, to any successor entity (including any Polish subsidiary or Delaware C-Corporation formed in connection with a financing or reorganization) without the Contractor's consent. The Contractor may not assign this CIIAA.
7. Continuity into employment. If the Contractor's engagement is converted from independent contractor to employee status with any Sponic entity (including the Polish operating subsidiary contemplated in §7(d) of the Engagement Letter) or with any successor of the Company, the obligations of the Contractor under this CIIAA — including the assignment of Work Product, the trailing assignment, the confidentiality obligations, the moral-rights waiver, the inventor-remuneration waiver, and the no-conflicting-obligations representations — shall continue in full force and effect and shall apply to her new role on the same terms, supplementing (and not superseded by) any new IP, confidentiality, or invention-assignment agreement entered into with the new employer entity, except to the extent that the new agreement is expressly more protective of the Company's rights.
8. Counterparts & electronic signatures: This CIIAA may be executed in counterparts and by electronic signature, each of which is deemed an original and all of which together constitute one and the same agreement.
9. Entire agreement on subject: This CIIAA, together with the Engagement Letter, constitutes the entire agreement between the parties regarding intellectual property, inventions, and confidentiality, and supersedes any prior understanding on those subjects.

The Contractor lists below all Pre-existing Materials owned by the Contractor as of the date of this CIIAA that the Contractor wishes to reserve from the assignment in Section 2. If none, the Contractor must mark the "None" box below; an unmarked box and an empty table will be treated as a representation that no Pre-existing Materials exist.