THIS MUTUAL CONFIDENTIALITY, NON-DISCLOSURE, AND NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of the date of the Receiving Party’s electronic or physical signature below (the “Effective Date”), by and between RIVE COVE LLC, a limited liability company organized under the laws of the State of Tennessee, having its principal place of business in Nashville, Tennessee (“Rive Cove” or “Disclosing Party” or “Company”), and the undersigned individual or entity (the “Receiving Party”) (each a “Party,” and collectively the “Parties”). 

WHEREAS, Rive Cove has developed and possesses highly confidential, proprietary, and valuable business models, trade secrets, financial projections, architectural designs, regulatory compliance strategies, and vendor relationships relating to the development, construction, and operation of a luxury floating hospitality venue on the Cumberland River in Nashville, Tennessee (collectively, the “Rive Cove Concept”); 

WHEREAS, the Receiving Party may, in connection with the evaluation contemplated herein, share certain of their own confidential financial, organizational, or investment information with Rive Cove; 

WHEREAS, the Receiving Party desires to receive access to such information for the sole and exclusive purpose of evaluating a potential investment in, or business relationship with, Rive Cove (the “Permitted Purpose”); and 

WHEREAS, as a strict condition precedent to the Disclosing Party furnishing such information, the Receiving Party agrees to be bound by the restrictive covenants and confidentiality obligations set forth herein. 

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:

1. DEFINITION OF CONFIDENTIAL INFORMATION 

For purposes of this Agreement, “Confidential Information” shall mean any and all non-public, proprietary, or confidential information, whether written, oral, electronic, visual, or otherwise, disclosed by or on behalf of the Disclosing Party to the Receiving Party, or disclosed by the Receiving Party to the Disclosing Party in connection with the Permitted Purpose. This includes, without limitation: (a) Business plans, pitch decks, operational models, and strategic roadmaps; (b) Financial projections, revenue models, operating expense breakdowns, capital structures, and preferred return mechanisms; © Architectural renderings, vessel blueprints, structural designs, layout configurations, and outfitting strategies; (d) Regulatory compliance pathways, including United States Coast Guard (“USCG”) Subchapter T strategies, naval architecture assessments, and Certificate of Inspection (“COI”) protocols; (e) Identities of, and agreements with, third-party vendors, suppliers, manufacturers (including without limitation A&M Manufacturing), marinas, and contractors, including all pricing, terms, and relationship details; (f) Marketing strategies, customer acquisition models, pricing tiers, and target demographic data; (g) Naval architect stability assessments, USCG Subchapter T compliance pathways, and any associated structural or regulatory data; (h) Any information of the Receiving Party relating to their financial condition, investment capacity, fund structure, or identity of co-investors disclosed in the course of evaluating the Permitted Purpose; and (i) Any information which, given the totality of the circumstances, a reasonable person would understand to be proprietary or confidential. 

Confidential Information shall NOT include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of this Agreement; (ii) was in the Receiving Party’s possession prior to disclosure by the Disclosing Party, as evidenced by contemporaneous written records; (iii) becomes available to the Receiving Party on a non-confidential basis from a third party who is not bound by, and is not in breach of, any confidentiality obligation; or (iv) was developed by the Receiving Party entirely independently of the Confidential Information, as evidenced by written records predating the Effective Date. 

2. NON-DISCLOSURE OBLIGATIONS 

Each Party agrees with respect to the other Party’s Confidential Information to: (a) Hold all Confidential Information in the strictest confidence and apply no less than the same degree of care it uses to protect its own confidential information of a similar

nature, but in no event less than reasonable care; (b) Use the Confidential Information solely and exclusively for the Permitted Purpose and for no other purpose whatsoever; © Not disclose, distribute, reproduce, summarize, or disseminate any Confidential Information to any third party without the express prior written consent of the Disclosing Party. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to its legal counsel, financial advisors, or accountants (collectively, “Representatives”) who (i) have a need to know for the Permitted Purpose, and (ii) are bound by confidentiality obligations no less restrictive than those herein; (d) Immediately notify the Disclosing Party in writing upon the discovery of any unauthorized use or disclosure of the Confidential Information, and cooperate fully with the Disclosing Party to minimize the harm resulting therefrom. 

Compelled Disclosure. If the Receiving Party is required by applicable law, regulation, judicial order, or governmental authority to disclose any Confidential Information (“Compelled Disclosure”), the Receiving Party shall: (i) provide the Disclosing Party with prompt written notice, to the extent legally permitted, at least five (5) business days prior to disclosure; (ii) cooperate fully with the Disclosing Party in seeking a protective order or other available remedy; and (iii) disclose only the minimum portion of the Confidential Information legally required. Such compelled disclosure shall not constitute a breach of this Agreement. 

3. CONFIDENTIALITY TERM 

The confidentiality obligations set forth in Section 2 shall remain in effect for a period of five (5) years from the Effective Date with respect to general Confidential Information. Notwithstanding the foregoing, the confidentiality obligations shall continue indefinitely with respect to: (a) vendor pricing, identity, and contractual terms; (b) the USCG regulatory compliance pathway, COI strategy, and naval architect stability assessments; © architectural specifications and structural designs; and (d) any information that qualifies as a trade secret under the Defend Trade Secrets Act (18 U.S.C. § 1836) or the Tennessee Uniform Trade Secrets Act (T.C.A. § 47-25-1701 et seq.), for so long as such information retains trade secret status. 

4. NON-COMPETITION AND NON-CIRCUMVENTION 

Consideration Acknowledgment. The Receiving Party expressly acknowledges that access to the Disclosing Party’s proprietary trade secrets, vendor relationships, and

regulatory strategies constitutes adequate, valuable, and sufficient consideration for the restrictive covenants contained herein. 

To protect the proprietary nature of the Rive Cove Concept, the Receiving Party agrees that for a period of two (2) years following the Effective Date (the “Restricted Period”), the Receiving Party shall not, directly or indirectly, individually or on behalf of, through, or in connection with any other person, entity, trust, nominee, or arrangement: (a) Develop, fund, construct, operate, manage, consult for, or hold a material ownership interest (greater than two percent (2%) of equity in a publicly traded entity, or any ownership interest, economic interest, profit participation, carried interest, or management fee arrangement in a private entity) in any Competing Business (as defined below), operating within a 250-mile radius of Nashville, Tennessee, or in any city identified in the Rive Cove Business Plan as a target expansion market, including Austin, TX; Miami, FL; Charleston, SC; and Chicago, IL; (b) Directly or indirectly, whether personally, through a corporate entity, through a nominee, or through any person acting at the Receiving Party’s direction or for the Receiving Party’s benefit, contact, solicit, or engage any manufacturer, marina, vendor, or contractor whose identity or terms were disclosed within the Confidential Information (including without limitation A&M Manufacturing and Rock Harbor Marina), or any vendor providing services substantially similar to those disclosed, for the purpose of developing, funding, constructing, operating, or consulting for any Competing Business; or © Solicit, recruit, or hire any employee, independent contractor, or consultant engaged by Rive Cove at any time during the Restricted Period. 

Independent Development Carve-Out. Notwithstanding the foregoing, the restrictions in this Section 4 shall not apply to any Competing Business or activity that the Receiving Party can demonstrate, by clear and convincing contemporaneous written records predating the Effective Date, was already under active independent development by the Receiving Party prior to receiving any Confidential Information from the Disclosing Party. 

Definition of Competing Business. For purposes of this Agreement, “Competing Business” means any commercial enterprise operating a waterborne vessel — whether self-propelled, moored, or anchored — that offers time-blocked private event charter experiences (including without limitation bachelorette parties, corporate events, social gatherings, or wedding celebrations) to paying guests, and that is positioned, marketed, or operated as a luxury, premium, or upscale experience. For the avoidance of doubt, a vessel shall not be considered a Competing Business if, and only if, it

simultaneously lacks all of the following: (i) a dedicated service crew, (ii) a USCG Subchapter T commercial Certificate of Inspection (COI), and (iii) curated luxury amenities (e.g., jacuzzi, premium lounge seating). Price alone shall not exclude a vessel from this definition. 

Blue Pencil. The Parties acknowledge that the restrictions in this Section are reasonable and necessary to protect Rive Cove’s legitimate business interests. If any court of competent jurisdiction determines that any restriction herein is unenforceable, the court is expressly authorized and requested to modify such restriction to the minimum extent necessary to make it enforceable (including reducing geographic scope or duration), and to enforce the Agreement as so modified. 

5. INTELLECTUAL PROPERTY OWNERSHIP 

All Confidential Information of the Disclosing Party remains the sole and exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as granting the Receiving Party any license, right, title, or interest in or to the Confidential Information, or any associated patents, copyrights, trademarks, or trade secrets. 

Feedback. If the Receiving Party affirmatively elects, by a signed written instrument delivered to Rive Cove, to contribute specific feedback, suggestions, or improvements relating directly to the Rive Cove Concept (“Contributed Feedback”), such Contributed Feedback shall, upon delivery of such written instrument, automatically and irrevocably become the exclusive property of Rive Cove, without any obligation of compensation. Absent such a signed written instrument, no statement, conversation, or exchange between the Parties shall be construed as the Receiving Party’s assignment of any intellectual property to Rive Cove. 

6. RETURN OR DESTRUCTION OF MATERIALS 

Upon the written request of the Disclosing Party, or upon termination of discussions regarding the Permitted Purpose — whichever occurs first — the Receiving Party shall, within ten (10) business days of such request or termination: (a) return or securely destroy all documents, digital files, notes, summaries, and materials containing or reflecting any Confidential Information, including all copies thereof in any medium; and (b) deliver to the Disclosing Party a written certification executed by an authorized officer of the Receiving Party confirming such return or destruction. The obligation to

certify destruction applies to all formats, including email archives, cloud storage, and any third-party systems to which the Confidential Information was transmitted. 

7. REMEDIES AND LIQUIDATED DAMAGES 

The Receiving Party acknowledges and agrees that: (a) Monetary damages alone would be an inadequate remedy for any breach or threatened breach of this Agreement, and the Disclosing Party shall be entitled to seek immediate injunctive relief, specific performance, and other equitable remedies in any court of competent jurisdiction without the necessity of posting a bond or proving actual damages; (b) Liquidated Damages for Non-Compete / Non-Circumvention Breach. The Parties acknowledge that in the event of a material breach of Section 4 (Non-Competition and Non-Circumvention), the actual damages to Rive Cove—including the loss of competitive advantage, misappropriation of the USCG compliance pathway, and disruption of exclusive vendor relationships—would be extremely difficult and impractical to ascertain at the time of contracting. Accordingly, the Parties agree that the sum of Two Hundred Fifty Thousand Dollars ($250,000) per distinct breach of Section 4 represents a reasonable pre-estimate of such anticipated harm and shall constitute reasonable liquidated damages (and not a penalty), which the Receiving Party shall pay upon demand. The Disclosing Party’s right to seek injunctive relief is independent of and in addition to any liquidated damages claim; and © In addition to the foregoing, the prevailing party in any action to enforce this Agreement shall be entitled to recover all reasonable attorneys’ fees, court costs, and litigation expenses. 

8. GOVERNING LAW AND JURISDICTION 

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Tennessee, without regard to its conflicts of law principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Davidson County, Tennessee. The Receiving Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any objection based on improper venue or forum non conveniens. In any enforcement proceeding, the Receiving Party agrees that the geographic restrictions in Section 4 shall be subject to the Blue Pencil doctrine as described therein.

9. REPRESENTATIONS AND WARRANTIES 

Each Party represents and warrants that: (a) it has the full legal authority to enter into this Agreement; (b) this Agreement does not violate any other agreement to which it is a party; and © the individual signing this Agreement on behalf of an entity has been duly authorized to do so. 

10. MISCELLANEOUS 

Notices. Any notice required or permitted under this Agreement shall be in writing and delivered to the address or email address provided by the Receiving Party at execution, or to Rive Cove LLC’s principal place of business. Notices shall be deemed received upon confirmed electronic delivery (if by email) or three (3) business days after mailing via certified mail, return receipt requested. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect. Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written understandings regarding confidentiality. Amendment. This Agreement may not be amended or modified except by a written instrument signed by authorized representatives of both Parties. Waiver. No failure or delay by either Party in exercising any right shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise thereof. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. No Obligation. Nothing in this Agreement obligates either Party to proceed with any transaction, investment, or business relationship. Survival. Sections 1 (Definitions), 3 (Confidentiality Term), 4 (Non-Competition), 5 (IP Ownership), 7 (Remedies), 8 (Governing Law), and 10 (Miscellaneous) shall survive the expiration or earlier termination of this Agreement.