St. Simons Inn: Bidder Confidentiality & Non-Disclosure Agreement

Please review the NDA below and complete all required fields to acknowledge and agree to its terms.

Confidentiality & Non-Disclosure Agreement — St. Simons Inn by the Lighthouse

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is entered into as of the date signed below by and between South Auction, 338 East Main Street, Swainsboro, Georgia 30401, acting as auction company for and on behalf of the owners of the units offered (together with South Auction, the “Disclosing Party”), and the undersigned prospective bidder (the “Recipient”).

1. PurposeRecipient has requested access to certain confidential financial and operating information concerning the fourteen (14) condominium-hotel units offered at St. Simons Inn by the Lighthouse (the “Units”). Recipient may use the Confidential Information solely to evaluate whether to bid on one or more of the Units at the auction conducted by South Auction concluding on November 4, 2026 (the “Auction”), and for no other purpose (the “Purpose”).

2. Confidential Information“Confidential Information” means all non-public information furnished to Recipient in connection with the Units, in any form, including without limitation the following materials:CONFIDENTIAL MATERIALS PROVIDED• Federal and state income tax returns for tax years 2022, 2023, 2024 and 2025• Full room rate sheets• Room sales reports• 2026 owner share documents• Bank statementsConfidential Information also includes any notes, summaries or analyses that contain or reflect any of the foregoing, but does not include information that is or becomes publicly available other than through a breach of this Agreement.

3. Secure Access Through Google DriveThe Confidential Information will be made available through a secure Google Drive folder shared only with the email address Recipient provides below. Access is personal to Recipient. Recipient shall not forward, copy or share the folder link, shall not add or request access for any other person, and shall not share login credentials. The Disclosing Party may limit, suspend or revoke access at any time and for any reason. Access to the folder will be removed upon the conclusion of the Auction on November 4, 2026.4. Obligations of RecipientRecipient shall: (a) hold the Confidential Information in strict confidence and protect it with at least reasonable care; (b) use the Confidential Information only for the Purpose; (c) not publish, post, distribute or otherwise disclose any Confidential Information to any person, except that Recipient may share it with its own attorney, accountant or lender who needs it for the Purpose and agrees to keep it confidential, and Recipient is responsible for any breach by them; and (d) not contact the owners of the Units, the property management company, or the staff, guests or vendors of St. Simons Inn by the Lighthouse regarding the Confidential Information without the prior written consent of South Auction.

5. Return or DestructionWithin five (5) days after the earlier of (a) a written request from South Auction or (b) the conclusion of the Auction, Recipient shall delete or destroy all Confidential Information in its possession or control, including all downloaded, printed and electronic copies and all notes and analyses derived from it, and shall confirm the same in writing upon request. A Recipient who becomes the successful bidder may retain Confidential Information reasonably necessary to close the purchase, subject to the continuing obligations of this Agreement.

6. No Representations or WarrantiesThe Confidential Information is provided “AS IS” for informational purposes only. Neither South Auction nor the owners of the Units make any representation or warranty, express or implied, as to the accuracy, completeness or future relevance of the Confidential Information. Past income, occupancy and rental performance do not guarantee future results. Recipient shall rely solely on its own independent investigation and due diligence and on the terms and conditions of the Auction. Nothing in this Agreement obligates any party to sell or purchase any Unit, and the Auction remains governed by its published terms and conditions.

7. RemediesRecipient agrees that the Disclosing Party may seek an injunction or other court order to stop any unauthorized use or disclosure of the Confidential Information, in addition to any other remedies available by law. The prevailing party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

8. TermRecipient’s obligations under this Agreement begin on the date signed below and continue for a period of two (2) years, regardless of whether Recipient bids on or purchases any Unit, and regardless of the removal of access to the Google Drive folder.

9. General ProvisionsThis Agreement shall be governed by the laws of the State of Georgia. If any provision is held unenforceable, the remaining provisions shall remain in full force and effect. Signatures delivered electronically or by PDF shall be as valid as original signatures.

By signing below, Recipient acknowledges that Recipient has read, understands and agrees to be bound by this Agreement.