NON-DISCLOSURE AGREEMENT

This Non-Disclosure Agreement (this “Agreement”) is entered into as of the date of electronic signature below (the “Effective Date”) by the undersigned prospective investor (the “Recipient”) in connection with Recipient’s proposed investment in Fay Villa Roma Phase 1 Development, LP, a Delaware limited partnership and the New Commercial Enterprise (the “Disclosing Party”), and its Affiliates, through the EB-5 Immigrant Investor Program.

Recipient desires to receive and access certain confidential and proprietary information relating to the Villa Roma Project and the offering of interests in the New Commercial Enterprise for the purpose of: (i) making an investment in the New Commercial Enterprise and (ii) completing the onboarding, subscription, and investment process through the Villa Roma Project EB-5 portal (collectively, the “Permitted Purpose”). Recipient acknowledges that any investment may be made only pursuant to the final offering documents and subscription materials and in compliance with applicable U.S. securities laws, and that the Villa Roma Project team does not provide legal, tax, investment, or immigration advice.

2. Definition of Confidential Information

2.1 “Confidential Information” means all non-public, proprietary, or confidential information disclosed or made available by the Disclosing Party or its Affiliates (as defined below), in any form (written, electronic, oral, visual, or otherwise), including without limitation: offering and subscription materials (including the PPM and exhibits), business plans, economic reports, financial information, projections, agreements, term sheets, due diligence materials, project plans, strategies, operational information, and any information provided through the Project website/portal, including any unique project identifier assigned to Recipient (e.g., a Villa Roma Project ID), and any notes, analyses, compilations, summaries, or other materials derived from the foregoing.

2.2 Confidential Information includes (without limitation) the existence of the offering, the fact that Recipient has been granted access to the portal, the existence and terms of this Agreement, and any communications with the Disclosing Party or its Affiliates relating to the Project or the offering, except to the extent such information becomes publicly available through no fault of Recipient.

3. Affiliates

For purposes of this Agreement, “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the Disclosing Party, and any of their respective managers, members, partners, officers, directors, employees, agents, representatives, and service providers, including without limitation: EB5 United Northeast Regional Center, LLC, Fay US Investment Corp, JTC USA Holdings Inc. (or its applicable affiliate), Fay Villa Roma General Partner, LLC, Fay Hospitality Catskills LLC, and any other entities involved in the administration, management, development, financing, fund administration, or operation of the Project. All Confidential Information of Affiliates is deemed Confidential Information of the Disclosing Party and is protected under this Agreement.

4. Recipient Obligations

4.1 Recipient agrees that Recipient will: use the Confidential Information solely for the Permitted Purpose; keep the Confidential Information strictly confidential and protect it using at least the same degree of care Recipient uses to protect its own confidential information (and in no event less than reasonable care); not disclose Confidential Information to any third party except as expressly permitted below; and not copy, reproduce, distribute, publish, transmit, upload, post, screenshot, scrape, data-mine, reverse engineer, or otherwise make available any Confidential Information except as necessary for the Permitted Purpose.

4.2 Recipient will not (and will not permit any other person to) publish, broadcast, post, or otherwise disseminate any Confidential Information (or any summary or characterization of it) in any public forum, including without limitation social media, messaging groups, online forums, websites, or press/media, and will not use Confidential Information for any marketing, solicitation, or promotional purpose.

4.3 Recipient will maintain the confidentiality of Recipient’s portal credentials and any unique identifiers and will not share login credentials with any other person. Recipient will promptly notify the Disclosing Party of any unauthorized access to the portal, loss or compromise of credentials, or suspected unauthorized disclosure or use of Confidential Information.

5. Permitted Disclosures to Advisors

5.1 Recipient may disclose Confidential Information only to Recipient’s professional advisors (including Recipient’s EB-5 immigration attorney, legal counsel, accountants, and financial/tax advisors) who have a need to know for the Permitted Purpose and who are bound by confidentiality obligations at least as protective as those in this Agreement.

5.2 To the extent Recipient wishes to disclose Confidential Information to any EB-5 agent, migration agent, finder, introducer, or other intermediary (an “Agent”), Recipient may do so only if (i) such Agent has a need to know for the Permitted Purpose, (ii) such Agent is identified to the Disclosing Party upon request, and (iii) such Agent is bound by written confidentiality and non-dissemination obligations at least as protective as those in this Agreement. Recipient acknowledges that the Disclosing Party may require additional conditions for disclosure to any Agent, including execution of a separate confidentiality agreement or other documentation.

5.3 Recipient is responsible for any breach of this Agreement by any person to whom Recipient discloses Confidential Information.

6. No Reliance; Independent Review; No Advice

Recipient acknowledges and agrees that: the Disclosing Party and its Affiliates are providing Confidential Information for evaluation purposes only and make no representation or warranty (express or implied) as to the accuracy, completeness, or timeliness of any Confidential Information; Recipient will conduct Recipient’s own independent investigation and analysis and will rely solely on Recipient’s own review and the advice of Recipient’s professional advisors; Recipient has been advised to consult an EB-5 immigration attorney regarding all USCIS/EB-5 matters and other qualified advisors regarding legal, tax, financial, and investment matters; and neither the Disclosing Party nor any of its Affiliates is providing legal, tax, investment, immigration, brokerage, placement, or other regulated advice or services, and no attorney-client relationship is created by providing access to Confidential Information or by any communications through the portal.

7. No Offer; No Obligation

Recipient acknowledges that access to Confidential Information does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offering, if made, will be made only pursuant to definitive offering documents and applicable securities laws. Nothing in this Agreement obligates the Disclosing Party, any Affiliate, or Recipient to proceed with any transaction or relationship.

8. Exclusions

8.1 Confidential Information does not include information that Recipient can demonstrate: is or becomes publicly available through no fault of Recipient; is lawfully received from a third party without restriction and without breach of any obligation to the Disclosing Party or its Affiliates; is independently developed by Recipient without use of or reference to Confidential Information; or is required to be disclosed by law, regulation, or court order, provided Recipient (to the extent legally permitted) gives prompt written notice to the Disclosing Party and cooperates with efforts to limit the scope of disclosure.

8.2 If disclosure is required by law, regulation, or court order, Recipient will disclose only that portion of the Confidential Information that Recipient is legally required to disclose and will use commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed (including, where appropriate, seeking a protective order), at the Disclosing Party’s expense if required by the applicable authority.

9. Return / Destruction; Certification

Upon the Disclosing Party’s request, or upon Recipient’s decision not to proceed with investment, Recipient shall promptly destroy (or, if requested by the Disclosing Party, return) all Confidential Information, including all copies and materials derived from it, and certify such destruction in writing if requested. Recipient may retain one archival copy only to the extent required by applicable law or bona fide professional recordkeeping requirements, provided such retained copy remains subject to this Agreement.

10. Remedies; Injunctive Relief

Recipient acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be an inadequate remedy. Recipient agrees that the Disclosing Party and/or its Affiliates shall be entitled to seek injunctive relief, and other equitable remedies, in addition to any other rights and remedies available at law or in equity, without the necessity of posting a bond to the maximum extent permitted by law.

11. Term; Survival

This Agreement shall remain in effect throughout the offering, subscription, investment, fund administration, and EB-5/USCIS immigration process, in each case as contemplated by and consistent with the applicable offering and subscription documents. Recipient’s confidentiality and nondisclosure obligations under this Agreement shall survive (including after any termination of discussions, withdrawal, rejection of a subscription, or completion of the investment and/or immigration process) and shall continue for so long as the Confidential Information remains nonpublic, except to the extent such information becomes publicly available through no fault of Recipient. Without limiting the foregoing, Recipient’s obligations with respect to any trade secret shall continue for so long as such information remains a trade secret under applicable law.

12. No License; Ownership

All Confidential Information is and shall remain the property of the Disclosing Party and/or its Affiliates (as applicable). No license or other rights (by implication, estoppel, or otherwise) are granted to Recipient under any patent, copyright, trademark, trade secret, or other intellectual property right by the disclosure of Confidential Information, except the limited right to use Confidential Information solely for the Permitted Purpose in accordance with this Agreement.

13. Data Security; Privacy

13.1 Recipient will implement and maintain reasonable administrative, technical, and physical safeguards designed to protect the confidentiality and security of Confidential Information in Recipient’s possession or control and to prevent unauthorized access, use, or disclosure. Recipient will not upload Confidential Information to any public or non-secure platform and will use secure methods when transmitting Confidential Information to permitted advisors.

3.2 Recipient acknowledges that the portal and the Disclosing Party and its service providers may collect, store, and process Recipient’s personal information and documents submitted through the portal (including, as applicable, identification documents and source-of-funds documentation) for purposes of onboarding, compliance, subscription processing, investor relations, and administration of the offering and investment. Recipient consents to such processing and to cross-border transfers of such information to the United States and other jurisdictions where the Disclosing Party, its Affiliates, or their service providers operate, in each case for the Permitted Purpose and related compliance and administration. Recipient acknowledges that additional privacy notices, consents, and terms of use may apply to the portal and related services.

14. No Publicity; No General Dissemination

Recipient will not issue or cause the publication of any press release or public announcement, or otherwise publicly disclose, confirm, or deny the existence of the Project, the offering, the portal, the Confidential Information, or Recipient’s discussions with the Disclosing Party or its Affiliates, without the Disclosing Party’s prior written consent, except as required by law in accordance with Section 8.

15. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles. Recipient agrees that any action arising out of or relating to this Agreement may be brought in the state or federal courts located in New York County, New York, and Recipient consents to the personal jurisdiction of such courts.

16. Severability; Waiver

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be enforced to the maximum extent permitted so as to effect the intent of the parties. No failure or delay by the Disclosing Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy.

17. Assignment

Recipient may not assign or transfer this Agreement or any rights or obligations hereunder without the Disclosing Party’s prior written consent. The Disclosing Party may assign this Agreement to an Affiliate or to any successor in interest to the Project, the offering, or the Disclosing Party’s rights and obligations, including in connection with any reorganization, merger, sale, or transfer of assets.

18. Entire Agreement; Amendments

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter. Any amendment or modification of this Agreement must be in writing and executed by the parties (including by electronic signature).

19. Electronic Acceptance; Portal Record

Recipient acknowledges and agrees that Recipient’s acceptance of this Agreement is provided electronically by selecting the “I have read and agree” checkbox (or similar acknowledgement) and submitting such acceptance through the Company’s online portal (the “Portal”). Recipient intends that such action constitutes Recipient’s signature and acceptance of this Agreement and creates a valid and binding agreement enforceable against Recipient to the same extent as a handwritten signature.

20. Effective Date

The “Effective Date” of this Agreement is the date and time the Portal records Recipient’s acceptance.

21. System-Generated Signature Panel Official Record

Recipient acknowledges that the name, email address, date/time, project identifier, and any other information displayed in the signature panel may be automatically populated by the Portal based on Recipient’s account and submission data. The version of this Agreement generated and stored by the Portal, together with any associated audit trail, access logs, and acceptance metadata, constitutes the official record of Recipient’s acceptance and the parties’ agreement.

22. Acknowledgement

BY SELECTING “I HAVE READ AND AGREE” (OR SIMILAR) AND SUBMITTING THROUGH THE PORTAL, RECIPIENT AGREES TO THE TERMS OF THIS NONDISCLOSURE AGREEMENT.

BY ELECTRONICALLY SIGNING BELOW, RECIPIENT AGREES TO THE TERMS OF THIS NON-DISCLOSURE AGREEMENT.