CONFIDENTIALITY

This Mutual Confidentiality Agreement (this “Agreement”) is entered into as of the Effective Date specified above, by and between Park 49 Inc., a New York corporation with its principal office at 300 Park Avenue, 2nd Floor, New York, NY 10022 (“Park 49”), and the undersigned Counter-Party identified above (the “Counter-Party”). Park 49 and the Counter-Party are each referred to herein as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties wish to discuss a potential transaction involving the Transaction described above (such potential transaction, the “Transaction”); and

WHEREAS, in connection with the Transaction, each Party may disclose to the other certain non-public, confidential, or proprietary information.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definition of Evaluation Material. “Evaluation Material” means all information (whether written, oral, electronic, visual, or in any other form) disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) or its Representatives in connection with the Transaction, including all analyses, compilations, studies, notes, summaries, or other documents prepared by or for the Receiving Party that contain or reflect such information. Evaluation Material includes, without limitation, financial statements, projections, budgets, business plans, property-level data, loan documentation, investor information, regulatory materials, appraisals, environmental reports, title information, and any other non-public business, financial, technical, or operational information relating to the Transaction or either Party.
2. Exclusions from Evaluation Material. Evaluation Material does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party or its Representatives; (ii) was rightfully known by the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Evaluation Material; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure and without breach of any confidentiality obligation known to the Receiving Party.
3. Confidentiality and Use Restrictions. The Receiving Party shall: (a) keep the Disclosing Party’s Evaluation Material strictly confidential; (b) use such Evaluation Material solely for the purpose of evaluating, negotiating, and (if applicable) consummating the Transaction; and (c) exercise at least the same degree of care to protect the Evaluation Material as it uses for its own confidential information of similar importance, but in no event less than reasonable care.
4. Permitted Disclosures. The Receiving Party may disclose the Disclosing Party’s Evaluation Material to its Representatives who have a bona fide need to know such information for purposes of the Transaction. “Representatives” means the Receiving Party’s and its affiliates’ officers, directors, employees, partners, members, managers, advisors (including legal, financial, accounting, and consulting advisors), and potential debt or equity financing sources (including lenders and their advisors). Each Representative shall be informed of the confidential nature of the Evaluation Material and directed to treat it in accordance with this Agreement. The Receiving Party shall remain fully responsible and liable for any breach of this Agreement by any of its Representatives.
5. Return or Destruction. Upon the earlier of (i) the Disclosing Party’s written request or (ii) the termination of discussions regarding the Transaction, the Receiving Party shall promptly return or destroy all Evaluation Material (and all copies and derivatives thereof) in its possession or control and, upon request, certify such return or destruction in writing. The Receiving Party may retain one archival copy solely for purposes of compliance with applicable law, regulation, or bona fide internal record-retention policies, subject to the continuing confidentiality and non-use obligations of this Agreement.
6. Term and Survival. This Agreement shall remain in effect until the earlier of (i) the consummation of the Transaction or (ii) three (3) years from the Effective Date. The obligations of confidentiality and non-use shall survive any termination or expiration of this Agreement for a period of three (3) years thereafter (or, with respect to any portion of the Evaluation Material that constitutes a trade secret under applicable law, for so long as such information remains a trade secret).
7. No Warranty; No License; No Obligation. All Evaluation Material is provided “AS IS” without any representation or warranty, express or implied, regarding its accuracy, completeness, or fitness for any particular purpose. Nothing in this Agreement grants any license or right under any patent, copyright, trade secret, trademark, or other intellectual property of the Disclosing Party. Nothing in this Agreement obligates either Party to enter into the Transaction or any other agreement, or to continue discussions.
8. Remedies. The Parties acknowledge that any actual or threatened breach of this Agreement may cause irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief or specific performance (without the necessity of posting a bond or proving actual damages), in addition to any other remedies available at law or in equity, all of which shall be cumulative and not exclusive.
9. Miscellaneous.
   • Entire Agreement. This Agreement constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. It may be amended only by a written instrument signed by both Parties.
   • Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and waives any objection to venue or forum non conveniens.
   • Notices. All notices under this Agreement shall be in writing and delivered by hand, certified mail (return receipt requested), reputable overnight courier, or email (with confirmation of delivery or read receipt) to the addresses set forth above or to such other address as a Party may designate in writing.
   • Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect.
   • No Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or in connection with a merger, consolidation, or sale of all or substantially all of its assets, provided the assignee assumes the obligations hereunder.
   • Counterparts and Electronic Signatures. This Agreement may be executed in counterparts (including by electronic or digital signature, DocuSign, or similar platforms), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall have the same legal effect as original ink signatures under applicable law (including the Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act).
   • Waiver. No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.