MUTUAL CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (the “Agreement”) is made as of ____________, 2023 (the “Effective Date”) by and between Dr. Sam Prince having a business address at _______________, together with any company, business vehicle or entity affiliated with Dr. Sam Prince (collectively, the “Prince Party”), and _____________________________________________, having a principal address at___________________________________________ (the “Counterparty”) (each a “Party” and collectively, the “Parties”).

RECITALS

This Agreement is made and entered into with reference to the following facts, each of which are hereby incorporated into and made a material part of this Agreement:

A. The Parties wish to explore and/or expand upon existing, prior, potential, future or ongoing business opportunities and/or other non-directly business-related exploratory discussions (the “Purpose”).

B. In connection with the Purpose, the Parties recognize that there is a need for each Party (“Disclosing Party”) to disclose certain confidential information to the other Party (“Receiving Party”) and to provide for an agreement to protect such confidential information.

C. The Parties each desire to establish and set forth the Parties’ obligations with respect to such confidential and proprietary information and are only willing to disclose such confidential and proprietary information subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual promises and agreements contained herein, the Parties agree to enter into a confidential relationship governing the exchange and disclosure of certain “Confidential Information” (as defined herein) pertaining to and relevant to the Purpose, as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the following meanings:

(a) “Confidential Information” shall mean all information relating to the past, present or future operations or affairs (or relating to) the Disclosing Party or any of its Representatives (as defined herein) as furnished before or after the execution of this Agreement to the Recipient or any of its Representatives, and includes, without limitation, any and all information of, or relating to, the Disclosing Party; and any and all technical and non-technical information including patent, copyright, trade secret and proprietary information, concepts not reduced to material form, ideas, theories, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, algorithms, and formulae related to the past, current, future and/or businesses and services of the Disclosing Party, and includes, without limitation, any Person comprising the Disclosing Party respective personal and professional information and other proprietary documents or information prepared or furnished by the Disclosing Party and/or any of its Representatives to the Recipient or any of its Representatives. Confidential Information shall include all information disclosed, whether orally, visually or in writing, without limitation or exclusions except as otherwise provided for in this Agreement, furnished by the Disclosing Party to the Recipient and shall be used solely

by the Recipient and/or its Representatives for the Purpose and shall include information which Recipient is able to obtain or gain access to as a result of the Disclosing Party’s furnishing of the Confidential Information.

(b) “Disclosed Materials” shall have the meaning set forth in Section 6 of this Agreement.

(c) “Person” shall include, without limitation, any corporation, partnership, limited liability company other business organization and any individual or estate thereof.

(d) “Purpose” shall have the meaning set forth in the recitals of this Agreement.

(e) “Representative” shall mean with respect to any Person, any affiliates or subsidiaries, any directors, officers, employees, attorneys, representatives or agents of or for such Person.

(f) “Term” shall have the meaning set forth in Section 9 of this Agreement.

2. Exclusions. Confidential Information shall not include, however, information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Recipient or any of its Representatives, or (ii) was available to the Recipient on a non-confidential basis prior to its disclosure by the Disclosing Party, or (iii) becomes available to the Recipient on a non-confidential basis from a Person other than the Disclosing Party or any of its Representatives, which Person is not otherwise bound by a confidentiality agreement with the Disclosing Party or any of its Representatives, or is not otherwise prohibited from transmitting the information to the Recipient by a contractual, legal or fiduciary obligation, or (iv) is independently developed by the Recipient without the usage of any Confidential Information about the Disclosing Party which is furnished by it or any of its Representatives after the date hereof to the Recipient or any of its Representatives.

3. Confidentiality of Information and Non-Disclosure.

(a) As a condition precedent to the Disclosing Party furnishing any Confidential Information to the Recipient and unless otherwise agreed to in writing by the Disclosing Party, the Recipient agrees (i) to keep confidential all Confidential Information and not to disclose or reveal any Confidential Information to any Person other than its Representatives and its affiliates who are actively and directly participating in the Purpose or otherwise need to know the Confidential Information for the purpose of such an evaluation, and the Recipient agrees to cause those Persons to observe the terms of this Agreement, and (ii) not to use any Confidential Information for any purpose other than in connection with the Purpose.

(b) The Recipient agree that neither it nor any of its Representatives will, without the prior written consent of the Disclosing Party, disclose to any Person (other than those actively and directly participating on its behalf (including its Representatives) in the Purpose) any Confidential Information about the Purpose or the terms, conditions or other facts relating thereto, including the fact that discussions are taking place with respect thereto or the status thereof, or the fact that the Confidential Information has been made available to Recipient.

4. Confidentiality of Negotiations. The Parties agree that neither Party shall make any statement, public announcement, release to any trade publication or the press, or inform any third party of the discussions in connection with the Purpose or the exchange of Confidential Information related to the Purpose. The Parties may make such a disclosure if they reasonably believe that such disclosure must be made in order to avoid a violation of law provided that the Disclosing Party shall provide the other with

prior written notice as promptly as reasonably practicable so that the Party may seek a protective order or other appropriate remedy and/or waive compliance with such law.

5. Required Disclosure. Notwithstanding anything to the contrary contained herein, in the event that Recipient becomes legally compelled to disclose any Confidential Information such disclosure shall not be deemed a breach of the Recipient’s obligations hereunder; provided, however, the Recipient shall provide the Disclosing Party with prior written notice as promptly as reasonably practicable so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that a protective order or other remedy is not obtained, or the Disclosing Party waives compliance with the provisions of this Agreement, the Recipient shall exercise its reasonable efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information which is so disclosed.

6. Return or Destruction of Confidential Information. Within ten (10) business days of the Recipient’s receipt of a written request from the Disclosing Party, the Recipient agrees that it will return to the other Party the physical embodiment of all printed materials delivered to the Recipient by the Disclosing Party or its Representatives, including all copies in the possession of the Recipient or in the possession of any of its Representatives (the “Disclosed Materials”).

7. Third-Party Rights and Government Approvals. Neither Party shall knowingly disclose any information in violation of the proprietary rights of any third party.

8. No Representations or Warranties. The Recipient understands and acknowledges that neither the Disclosing Party nor any of its Representatives is making any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. Neither the Disclosing Party nor any of its Representatives shall have any liability to the Recipient or its Representatives resulting from the Recipient’s use of the Confidential Information.

9. Term. The Parties agree that for a period of five years (5) years, from the date of this Agreement, the Recipient shall have the non-exclusive right to evaluate the Confidential Information provided to it by the Disclosing Party (the “Term”). This Agreement may be terminated by either Party at any time upon prior written notice to the other Party. This Agreement shall automatically terminate, upon expiration of the Term, unless it is extended by mutual agreement in writing or email, between the Parties. Notwithstanding the expiration or earlier termination of this Agreement, the Parties agree that the obligations with respect to the secrecy, confidentiality and proprietary nature of the Confidential Information shall remain in perpetuity and the rights and obligations of the Parties set forth in this Agreement to safeguard the Confidential Information and the Disclosing Party which by their nature should survive shall remain in full effect, including, without limitation, Sections 1, 3, 4, 6, 11, 12, 13, 14, 15, 16, 17 hereof.

10. Definitive Agreements. The Recipient agrees that unless and until a definitive agreement (i.e. contract) between the Parties with respect to the Purpose has been executed and delivered, neither Party will be under any legal obligation of any kind whatsoever with respect to the Purpose by virtue of this Agreement except for the matters specifically agreed to herein. Neither the holding of discussions nor the exchange of Confidential Information shall be construed as an obligation of the Parties to enter into any other agreement with each other. Each of the Parties, in their sole discretion, may reject any and all proposals made by the other, and/or their Representatives, with regard to the Purpose and to terminate discussions and negotiations regarding the Purpose at any time. Additional agreements of the Parties, if any, shall be in writing signed by the Parties.

11. Remedies. Recipient acknowledges and agrees that any breach of this Agreement may result in irreparable harm and substantial damages to the Disclosing Party. Accordingly, without prejudice to the rights and remedies otherwise available to either Party, Recipient agrees that the Disclosing Party shall be entitled to equitable relief by way of injunction, without necessity of posting a bond therefor, restraining Recipient from disclosing, in whole or in part, such Confidential Information if Recipient or any of its Representatives breaches any of the provisions of this Agreement.

12. Indemnification. The Recipient agrees to indemnify and hold the Disclosing Party and its beneficiaries harmless from any damages, loss, cost or liability (including reasonable attorneys’ fees and the cost of enforcing this indemnity) arising out of or resulting from any unauthorized use or unauthorized disclosure by the Recipient or its Representatives of the Confidential Information or other violation of this Agreement. In addition, the Recipient agrees that money damages would not be a sufficient remedy for any breach of this Agreement by the Recipient or any of its Representatives and that the Disclosing Party shall be entitled to equitable relief by way of injunction and specific performance if the Recipient or any if its Representatives breaches or threatens to breach any of the provisions of this Agreement. The Recipient agrees not to oppose the granting of such relief, and to waive and to cause its Representatives to waive, any requirement for the securing or posting of any bond in connection with such remedy, except as such request for relief is contrary to the terms of this Agreement.

13. Non-Solicitation. During the Term of this Agreement and for a period of three (3) years thereafter, neither Party shall solicit, or cause others to solicit, any employees of the other Party to terminate their employment with such Party.

14. Non-disparagement. The Recipient agrees to not make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, deprecate, impugn, disparage or defame the Disclosing Party.

15. Governing Law. This Agreement shall be construed in accordance with the laws of the State of Florida, without giving effect to principles of conflict of laws.

16. Jurisdiction and Venue. The Parties irrevocably submit to venue and exclusive personal jurisdiction in the federal and state courts in Miami-Dade County, Florida, including their respective appellate courts, for any dispute arising out of this Agreement, and waive all objections to jurisdiction and venue of such courts. Furthermore each Party hereby (i) agrees not to commence any action or proceeding for any dispute arising out of this Agreement except in such courts; and (ii) waives, to the fullest extent legally permissible, the defense of lack of personal jurisdiction or forum non conveniens to the maintenance of such action or proceeding in any such courts. Each Party hereby agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party hereby irrevocably consents to service of process in the manner provided for notices in Section 18 of this Agreement. Nothing in this Agreement shall affect the right of any Party to serve process in any other legally permissible manner.

17. Attorneys’ Fees. In the event any legal proceeding is commenced in connection with any matter arising out of or relating to this Agreement, the prevailing Party in such litigation shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such proceeding, including any appeal.

18. Notice. Any notice required to be given under this Agreement shall be deemed received upon personal delivery or three (3) days after mailing if sent by registered, certified mail or commercial

courier to the addresses of the Parties set forth above, or to such other address as either of the Parties shall have provided to the other in writing in accordance with this clause.

19. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of the Agreement, which shall remain in full force and effect.

20. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their permitted successors and assigns.

21. No Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided that a Party may assign this Agreement and its rights and obligations hereunder to any successor to its business by merger or consolidation or to any party acquiring substantially all of the assets of the Party’s business.

22. No Waiver. The failure of either Party at any time to require performance of any provision or to resort to any remedy provided under this Agreement shall in no way affect the right of that Party to require performance or to resort to a remedy at any time thereafter, nor shall the waiver by either Party of a breach be deemed to be a waiver of any subsequent breach.

23. Counterparts and Execution. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed an original. This Agreement may be executed in its original form via “wet” ink, electronically (via docusign, adobe, dropbox sign or similar digital medium), by the exchange of facsimile or PDF signature pages. The delivery of a signature page electronically (via docusign, adobe, dropboxsign or similar digital medium), by facsimile or PDF shall have the same effect as the delivery of an original signature page.

24. Entire Agreement. This Agreement expresses the full and complete understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous proposals, agreements, representations and understanding, whether written or oral, with respect to the subject matter. This Agreement may not be amended or modified except in writing signed by each of the Parties to the Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed on the day and year written above.