Alvani Capital Group Inc

This Non-Disclosure and Confidentiality Agreement (this "Agreement") is entered into as of the date of the last signature below (the "Effective Date"), by and between:
Alvani Capital Group Inc, a Florida corporation, with its principal place of business at 14250 Royal Harbour Court, Unit 417, Fort Myers, FL 33908, on behalf of itself and its affiliates, subsidiaries, managed funds, and special purpose vehicles (collectively, "Alvani Capital," "we," or "us"); and
The undersigned individual or entity identified on the signature page below ("Investor," "you," or the "Recipient"),
each individually a "Party" and collectively the "Parties."

WHEREAS, Alvani Capital, directly or through affiliated fund entities and special purpose vehicles it manages or sponsors, from time to time sources, structures, and offers private investment opportunities to prospective accredited investors, including without limitation offerings made pursuant to Rule 506(b) or Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (each, a "Project", and collectively, the "Projects"), and in connection therewith prepares and shares private placement memoranda, executive summaries, financial models, subscription documents, and related materials;

WHEREAS, Investor desires to review confidential information relating to one or more current or future Projects offered by Alvani Capital in order to evaluate a potential investment; and

WHEREAS, Alvani Capital is willing to disclose such information to Investor solely on the condition that Investor agrees to maintain its confidentiality as set forth in this Agreement, and this Agreement is intended to apply on a general, ongoing basis to any and all Projects Alvani Capital may offer or disclose to Investor, whether now existing or arising in the future, without the need for a separate agreement for each Project;

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

"Confidential Information" means any and all non-public information disclosed by or on behalf of Alvani Capital to Investor, in any form or medium (written, oral, electronic, or visual), in connection with any current or future Project, including without limitation: private placement memoranda and offering documents; executive summaries and investment teasers; financial models, projections, pro formas, and underwriting assumptions; capital stack, sources and uses, and fee structures; business plans, market analyses, and due diligence materials; identities of sponsors, developers, operators, tenants, offtakers, lenders, or other investors; property, site, and project-specific data; legal structuring documents and drafts of agreements; and any notes, analyses, compilations, or other materials prepared by Investor that contain or are derived from any of the foregoing.

Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of Investor; (b) was already lawfully in Investor's possession prior to disclosure by Alvani Capital, without an obligation of confidentiality; (c) is lawfully obtained by Investor from a third party without breach of any confidentiality obligation; or (d) is independently developed by Investor without use of or reference to the Confidential Information.

This Agreement is not limited to any single Project. It governs all Confidential Information Alvani Capital discloses to Investor in connection with any Project, offering, or investment opportunity sponsored, managed, or introduced by Alvani Capital, whether disclosed before or after the Effective Date, unless and until superseded in writing with respect to a specific Project by a separate signed agreement.

Investor agrees to: (a) hold all Confidential Information in strict confidence and take reasonable precautions to protect it, using at least the same degree of care Investor uses to protect its own confidential information, but in no event less than reasonable care; (b) use the Confidential Information solely for the purpose of evaluating a potential investment in a Project (the "Permitted Purpose") and for no other purpose whatsoever; (c) not disclose, publish, reproduce, or distribute any Confidential Information to any third party without the prior written consent of Alvani Capital, except as permitted in Section 4; and (d) not use any Confidential Information to compete with, circumvent, or disintermediate Alvani Capital with respect to any Project, sponsor, developer, offtaker, lender, or other counterparty identified in the Confidential Information.

Investor may disclose Confidential Information to its officers, directors, employees, legal counsel, accountants, financial advisors, and other professional representatives who have a legitimate need to know such information solely for the Permitted Purpose, provided that such representatives are informed of the confidential nature of the information and are bound by confidentiality obligations at least as protective as those in this Agreement. Investor remains fully responsible for any breach of this Agreement by such representatives.

If Investor is required by applicable law, regulation, subpoena, or other legal process to disclose any Confidential Information, Investor shall, to the extent legally permitted, provide Alvani Capital with prompt written notice prior to such disclosure so that Alvani Capital may seek a protective order or other appropriate remedy, and Investor shall disclose only that portion of the Confidential Information legally required.

Delivery of any Confidential Information does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any such offer will be made only pursuant to definitive offering documents relating to a specific Project. This Agreement does not constitute investment, legal, tax, or accounting advice, and Investor should consult its own advisors before making any investment decision. Alvani Capital makes no representation or warranty as to the accuracy or completeness of any Confidential Information, except as may be expressly set forth in definitive offering documents for a specific Project.

Investor represents that it is reviewing Confidential Information in connection with a bona fide evaluation of a potential investment and that, to the best of its knowledge, it qualifies or reasonably expects to qualify as an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended. This representation does not itself satisfy any verification requirement applicable to a specific Project, which will be addressed separately in that Project’s subscription materials.

All Confidential Information remains the property of Alvani Capital (or its applicable Project sponsor). No license or other right to the Confidential Information, or to any intellectual property embodied therein, is granted to Investor other than the limited right to use it for the Permitted Purpose. Upon written request by Alvani Capital, Investor shall promptly return or destroy all Confidential Information in its possession, including copies and derivative materials, and certify such destruction in writing, except that Investor’s legal counsel may retain one copy solely for record-keeping purposes, subject to the continuing obligations of this Agreement.

This Agreement is effective as of the Effective Date and will remain in effect until terminated by either Party upon thirty (30) days’ prior written notice to the other Party. Notwithstanding any termination of this Agreement, the confidentiality and non-use obligations set forth herein shall survive for a period of two (2) years following the date of disclosure of the applicable Confidential Information, or until such information no longer qualifies as Confidential Information under Section 1, whichever is later.

Investor acknowledges that any actual or threatened breach of this Agreement may cause irreparable harm to Alvani Capital for which monetary damages alone would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Alvani Capital shall be entitled to seek injunctive relief and specific performance to enforce this Agreement, without the necessity of posting a bond, in addition to any other remedy to which it may be entitled.

Nothing in this Agreement obligates either Party to proceed with any transaction, and nothing herein creates any partnership, joint venture, agency, or fiduciary relationship between the Parties. Alvani Capital is free to offer Projects to, and share Confidential Information with, other prospective investors, and Investor is free to evaluate opportunities offered by other sponsors, subject in each case to Investor’s ongoing obligations under this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Lee County, Florida for any dispute arising out of or relating to this Agreement.

This Agreement constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous understandings, whether written or oral. This Agreement may be amended only by a written instrument signed by both Parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. This Agreement may be executed in counterparts, including by electronic or digital signature, each of which shall be deemed an original. Investor may not assign this Agreement without the prior written consent of Alvani Capital. This Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.