REAL ESTATE NON-DISCLOSURE & CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of the date of electronic signature execution below (the "Effective Date"), by and between Allora Homes NC LLC ("Disclosing Party"), and the individual or entity executing this agreement electronically below ("Receiving Party").

1. Purpose

The Disclosing Party possesses certain proprietary, confidential, and non-public marketing materials, financial underwriting data, rent rolls, photographs, vendor contracts, and valuation reports regarding various real estate assets (the "Property" or "Properties"). The Receiving Party has requested access to these materials ("Confidential Information") solely for the purpose of evaluating the potential purchase or financing of the Properties (the "Transaction").

2. Definition of Confidential Information

"Confidential Information" refers to any proprietary info, whether oral, written, visual, or digital, provided by the Disclosing Party. This includes, but is not limited to: property-specific marketing materials, off-market contract terms, financial models, architectural plans, owner details, and the existence of ongoing discussions regarding the Transaction. Confidential Information does not include information that:

Is or becomes publicly known through no breach of this Agreement by the Receiving Party;

Was already rightfully in the possession of the Receiving Party prior to disclosure; or

Is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party’s materials.

3. Obligations of Non-Disclosure and Use

The Receiving Party agrees to maintain strict confidentiality regarding all marketing materials and property details. Specifically:

No Direct Distribution: The Receiving Party shall not copy, distribute, publish, or reveal any portion of the marketing packages or Property identities to any unapproved third party.

Permitted Disclosure to Representatives: The Receiving Party may disclose the Confidential Information exclusively to its directors, officers, employees, legal counsel, underwriters, or direct equity partners (collectively, "Representatives") who have a legitimate "need to know" to evaluate the Transaction.

Liability for Breaches: The Receiving Party must instruct its Representatives regarding the confidential nature of the information and remains fully and strictly liable for any unauthorized disclosure or use of the information by its Representatives.

Circumvention Prohibited: The Receiving Party explicitly agrees not to contact the property owners, tenants, property managers, lenders, or brokers directly without the express written consent of the Disclosing Party.

4. Term and Termination

The obligations under this Agreement shall survive for a period of two (2) years from the Effective Date, or until such time as the Disclosing Party executes a definitive purchase and sale agreement with the Receiving Party that supersedes this Agreement. Upon written request from the Disclosing Party, the Receiving Party shall promptly destroy or return all digital or physical copies of the Confidential Information.

5. Remedies and Enforcement

The Receiving Party acknowledges that any unauthorized disclosure or use of the Confidential Information will cause irreparable harm to the Disclosing Party, for which monetary damages alone would be inadequate.

Accordingly, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders and preliminary or permanent injunctions, to prevent a breach or continued breach of this Agreement, without the necessity of posting a bond. This is in addition to any other legal remedies, including monetary damages and the recovery of reasonable attorneys' fees incurred during enforcement.

6. Governing Law and Jurisdiction

This Agreement is drafted, executed, and intended to be enforced in compliance with all applicable laws and regulations of the State of North Carolina. Any legal action, suit, or proceeding arising out of or relating to this Agreement must be instituted exclusively in the state or federal courts located in North Carolina, and both parties hereby irrevocably submit to the personal jurisdiction of such courts.

7. Entire Agreement and Miscellaneous

This Agreement constitutes the entire understanding between the parties regarding the subject matter and supersedes all prior discussions or arrangements. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. No amendment or waiver of this Agreement shall be binding unless executed in writing by both parties.

Execution via electronic signature or digital acknowledgment within GoHighLevel or its integrated applications shall carry the same legal weight, validity, and enforceability as a handwritten signature under the North Carolina Uniform Electronic Transactions Act (UETA).