1.
PROSPECT understands and agrees that all dealings concerning the opportunity above will be handled through
BROKER
and that
BROKER
has entered into agreements with Sellers for the payment of commissions.
BROKER
will furnish to PROSPECT certain
proprietary information relating to the various operations, properties, personnel, financial and other matters which are non-public, confidential or
proprietary in nature and are hereinafter referred to as ‘Proprietary Information.’ The Proprietary Information will be kept confidential and shall
not, without the prior written consent of
BROKER
, be disclosed by PROSPECT or its agents, representatives or employees, in any manner
whatsoever, in whole or in part, and shall not be used by PROSPECT, its agents, representatives or employees, other than in connection with the
purchase of one of the opportunities described above. PROSPECT shall be fully responsible for any breach of this Agreement by itself, its agents,
representatives or employees. The Proprietary Information (including any copies thereof), will be returned to
BROKER
immediately upon
BROKER’S
request. PROSPECT agrees that it shall not retain any copies of the Proprietary Information supplied pursuant to the terms and
conditions of this Agreement.

2.
Any and all information provided to PROSPECT is provided for informational purposes only.
BROKER
does not make any representations
and/or warranties as to the accuracy of the information provided and that PROSPECT is to make his or her own independent evaluation of the
opportunities described above. PROSPECT acknowledges that
BROKER
has advised PROSPECT to seek independent professional advice in the
review and evaluation of the information provided and that PROSPECT should seek the advice of an attorney and/or certified public accountant.

3.
In the event PROSPECT discloses the availability of said designated opportunities to a third party who purchases a business without
BROKER
assistance, then PROSPECT, in addition to the remedies specified herein, is also responsible for payment of
BROKER’S
compensation which would have been paid on the listed selling price or minimum compensation, whichever is greater.

4.
For two years from the date of this Agreement, PROSPECT ag
rees not to deal directly or indirectly with the Seller’s of the opportunities
listed above without the prior written consent of
BROKER
. If PROSPECT enters into a sale and/or purchase agreement, a management contract
or other financial arrangement with a Seller of an opportunity, including a leasing of the business premises from the Seller or its Landlord is
consummated, PROSPECT shall be liable for any and all damages
BROKER
may suffer, including but not limited to the Seller’s commission
payable on the sales price or minimum commission due under the Listing Agreement with Seller, whichever is greater and, any commission due
on the lease agreement negotiated with the Landlord. PROSPECT agrees and does hereby appoint
BROKER
its attorney in fact to execute all
documents necessary to place a lien on the business assets to collect its compensation, and this Agreement shall be the consent to do so as
required by Florida Statute 475.42 .

5.
This Contract shall be governed by the laws of the state of Florida. Any breach of this Agreement shall result in the prevailing party being
entitled to receive from the other party all of its reasonable attorneys fees, costs, and expenses incurred at both the trial and appellate levels. The
parties hereby consent to personal jurisdiction and venue, for any action arising out of a breach or threatened breach of this Agreement in the
Circuit Court in and for
Sarasota
County, Florida. The parties hereby agree that any controversy which may arise under this Agreement would
involve complicated and difficult factual and legal issues. Therefore, any action brought by either party, alone or in combination with others,
whether arising out of this Agreement or otherwise, shall be determined by a Judge sitting without a jury.

6.
The Seller is the intended beneficiary of all covenants of PROSPECT which benefit the Seller, including without limitation the covenants
concerning the use of information disclosed to PROSPECT, and a Seller may bring an action to enforce such covenants. PROSPECT represents
and warrants to
BROKER
that PROSPECT does not represent a third party, governmental agency or competitor of the business, nor is
PROSPECT employed by a competitor and the sole purpose for receiving any information regarding a business is to purchase said business.
PROSPECT acknowledges receiving a copy of this Agreement and a facsimile copy with signatures shall be considered as original
.