CONFIDENTIALITY, NON-CIRCUMVENT AND NON-DISCLOSURE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered on ( 05/06/2024 )

between 16 ST PARTNERS LLC (“Disclosing Party”), whose primary business address is
TH

8 West 40th Street, 6th Floor, New York, New York 10018,
and Aries Capital, LLC, its subsidiaries, affiliates and representatives, whose primary
business address is at Brickell Bayview Centre, 80 SW 8th St. | Suite 2000 | Miami, FL, 33130
(“Recipient Party”), and jointly referred to here as “the Parties.”

1. The Parties and/or their affiliates contemplate Disclosing Party (and/or any of its affiliates)
introducing Recipient Party to 45 NE 16th St, Miami, FL 33132, (the “Property”). The Parties also
acknowledge that in connection with Recipient Party’s evaluation of the Property, it may be
necessary for Disclosing Party to furnish Recipient Party certain confidential information
regarding the Disclosing Party and/or the Property, the disclosure of which shall be governed by
the terms of this Agreement.

2. Recipient Party hereby agrees to hold in confidence, in the same manner that it holds its
own confidential and proprietary information, the Confidential Information (as defined below),
and not to disclose any Confidential Information to any person or entity other than such of its
Representatives (as hereinafter defined) who have a need to know such Confidential Information
in order to assist Recipient Party in evaluating the Property. Recipient Party shall inform its
Representatives who have access to the Confidential Information that such information is the
property of Disclosing Party and shall cause such Representatives to treat such Confidential
Information as confidential in accordance with the terms of this Agreement. In addition, without
the prior written consent of Disclosing Party, Recipient Party shall not make any public disclosure
that it is having or have had discussions concerning the Property, that it has received Confidential
Information or that it is considering such a transaction.

3. Recipient shall not disclose any Confidential Information received in connection with the
Property to any third party except as expressly set forth herein. “Confidential Information” means
all information received by Recipient Party from Disclosing Party and relating to the Property, all
written materials and all oral information identified as such prior to disclosure, and may include
but is not limited to the following: (a) appraisals, title reports, financial statements, plat maps,
resumes, programs, program plans and strategies, copyrightable materials and designs; financial
performance and projections; (b) proprietary information received or developed under agreements,
contracts, or other arrangements between Disclosing Party and third parties; such third party may
permit Disclosing Party to disclose this proprietary information to the Recipient Party, subject to
the same provisions as Disclosing Party’s own proprietary information; (c) materials describing
trade secrets or company-private information including, but not limited to, financial funding
sources, customer lists and information, technical information including, but not limited to,
program formats, program concepts; and (d) the terms of this Agreement. The term “Confidential
Information” shall also include (i) all reports, analyses, notes or other information provided by any
party that are based on, contain or reflect any Confidential Information (“Notes”), and (ii) the
names of any individuals introduced or revealed to the Recipient Party. Such confidentiality will

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include any names, addresses, telephone, facsimile numbers, and/or other pertinent information
disclosed or revealed to the Recipient Party.

Notwithstanding anything to the contrary contained herein, Confidential Information shall

not include information that (i) is or becomes part of the public domain through no violation of
this Agreement, or (ii) was or becomes available to Recipient Party on a non-confidential basis
from a source other than Disclosing Party through no violation of this Agreement, or (iii) was
already in Recipient Party’s possession prior to disclosure by Disclosing Party or (iv) is required
to be disclosed to a governmental authority or in a filing requirement by court order, law or
regulation in which case Recipient Party shall use commercially reasonable efforts to give the
other party reasonable notice to enable the other party to try to protect the confidentiality of the
information.

4. Recipient Party acknowledges and agrees that said Confidential Information is in all
respects of a confidential nature and that any disclosure of the same or use of the same by Recipient
Party in violation of this Agreement can and will involve harm or damages to Disclosing Party, its
owners and/or proprietors. Recipient Party, including its employees, associates, its agents, third
party consultants and other sources in connection with the Property or intending to be legally
bound by this Agreement (its “Representatives”), shall not consult with any third parties,
including, without limitation, the owners of the properties, owners representatives or brokers
(collectively “Owner(s)”), who may or may not be disclosed or introduced to Recipient Party by
Disclosing Party (collectively, the “Third Parties”) with regard to the Property. In consideration of
the foregoing and in furtherance of the terms of this Section 4, Recipient Party hereby agrees that
for a period of two (2) years following the date of this Agreement the Recipient Party’s firm,
company, associates, corporations, joint ventures, partnerships, divisions, subsidiaries, employees,
agents, heirs, assigns, designees, or consultants, (“Affiliate(s)”) will not contact, deal with,
negotiate or participate in any transactions directly or with any Third Parties involved with the
Property without obtaining the Disclosing Party’s prior written permission, which consent may be
withheld by the Disclosing Party at the Disclosing Party’s discretion.

5. In the event the Recipient Party or its Affiliates violate this Agreement by circumventing
Disclosing Party (i) by entering into an Agreement with an Owner in violation of Section 4 of this
Agreement; or (ii) violating the confidentiality provisions of Sections 2 and 3 of this Agreement;
or (iii) otherwise, Disclosing Party shall have the right to (i) cause the dissolution of any form of
partnership, limited liability companies, corporations, limited partnerships, joint ventures,
purchase agreement, or other legal agreements or entities that were formed due to the information
disclosed by Disclosing Party and/or (ii) pursue any legal and equitable relief, including without
limitation, the right to sue for monetary items such as commissions, equity, and profits, both
imputed and actual, and punitive damages. Disclosing Party may also seek injunctive relief. No
relief sought by Disclosing Party shall be deemed exclusive. Prevailing Party shall also be entitled
to recover attorneys’ fees Prevailing Party incurs as the result of a violation of this Agreement.

6. Recipient Party shall protect the disclosed Confidential Information to prevent the
unauthorized use, dissemination or publication of the Confidential Information in the same manner
as Recipient Party uses to protect its own Confidential Information of a like nature. Recipient
Party shall have a duty to protect all Confidential Information which is disclosed by Disclosing
2

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Party by way of email, fax, verbal, mail, written, or any other form and which pertains to the
Property.

7. Each party shall have the right to refuse to accept any information under this Agreement,
and nothing herein shall obligate either party to disclose to or receive from the other party any
particular information.

8. The Parties hereto shall not be obligated to compensate each other for the simple exchange
of information under this Agreement. If the purchase of the Property should occur as a result of
the exchange of the Confidential Information, compensation may be required if noted in a separate
written agreement between the Parties.

9. Recipient Party should independently and thoroughly investigate all financial, economic,
market, and background data believed relevant in connection with the Property and the Third
Parties. Recipient Party assumes sole responsibility to obtain from the Third Parties and other third
parties all information believed necessary to make any decisions regarding the Property. All
research, information, conclusions, and recommendations provided by Disclosing Party regarding
market factors and conditions are general opinions only.

10. All written or other tangible information including, without limitation, plans, drawings,
proposals, formats, models, or data disclosed in writing (or other tangible form) by the Disclosing
Party to the Recipient Party in connection with this Agreement shall remain the property of the
Disclosing Party at all times. Upon termination of this Agreement, on written request to the
Recipient, the Recipient shall return all written Confidential Information and copies thereof or
certify in writing that it has destroyed the Confidential Information and any and all copies thereof.

11. To the maximum extent permitted by applicable law, the Disclosing Party DISCLAIMS
ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF
FITNESS FOR A PARTICULAR PURPOSE, ANY IMPLIED WARRANTY OF NON-
INFRINGEMENT, AND ANY EXPRESS WARRANTY WITH RESPECT TO ANY OF THE
CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER. In no event shall Disclosing
Party be liable for any damages whatsoever (including without limitation, damages for the loss of
business profits, business interruption, loss of business information, or any other pecuniary loss)
arising out of the use of or the inability to use the Confidential Information, even if Disclosing
Party has been advised of the possibility of such damages.

12. The Parties hereby mutually agree that, in the event any litigation becomes necessary for
any reason under the terms of this contract, that venue shall be New York County, New York.

13. Neither party will assign or transfer any rights or obligations under this Agreement without
the prior written consent of the other party, which consent shall not be unreasonably withheld.

14. This Agreement controls only the Confidential Information which is disclosed in
connection with the Property from the date of the Agreement until otherwise agreed in writing by
the Parties or until two (2) years have elapsed, whichever occurs first.

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15. This Agreement constitutes the sole and entire agreement between the Parties hereto and
shall be construed under the laws of the State of New York and that there are no other agreements,
promises or understandings either expressed or implied between the Parties other than the
agreements specifically set forth herein. No modification of this Agreement shall be binding unless
signed by all Parties to this Agreement. In the event that any portion of this Agreement is found to
be unenforceable, said clause shall be severed from the Agreement and the remainder of the
Agreement shall remain in full force and effect.

16. Disclosing Party and Recipient Party agree that email copies of signatures to this
Agreement are acceptable and shall bind the Parties to this Agreement

17. ACKNOWLEDGEMENT: By signing below, each party agrees that it accepts the terms
set forth in this Agreement. It is understood that use or disclosure of Confidential Information in
violation of this Agreement may result in legal or equitable action by or for the Disclosing Party
to enjoin its use or disclosure or recover damages for same.

Recipient: Aries Capital, LLC

Date: 05/06/2024

By:___________________________
Name: Brandon Perdeck
Title: Director

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