Purpose. The Company wishes to provide Recipient certain confidential information solely to enable Recipient to evaluate a potential investment in Spearhead CCS/Margarita SPV I and related vehicles (the “Purpose”). This Agreement governs the disclosure and use of that information.

Confidential Information. “Confidential Information” means all non-public information furnished by or on behalf of the Company, in any form, including the investment memorandum, the full investment thesis, financial models, projections, terms, strategy, asset pipeline, the identities of counterparties, and the existence and contents of any discussions, together with all analyses or notes derived therefrom.

Obligations. Recipient shall (a) hold all Confidential Information in strict confidence; (b) use it solely for the Purpose; (c) not disclose it to any third party without the Company’s prior written consent, except to Recipient’s professional advisors who need to know it for the Purpose and who are bound by confidentiality obligations no less protective than those herein; and (d) protect it using at least the same degree of care it uses for its own confidential information, and in no event less than a reasonable standard of care.

Exclusions. Confidential Information does not include information that (a) is or becomes public through no breach by Recipient; (b) was rightfully known to Recipient without obligation of confidentiality prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of the Confidential Information.

Compelled Disclosure. If Recipient is required by law, regulation, or valid legal process to disclose any Confidential Information, Recipient shall, to the extent legally permitted, provide the Company prompt prior written notice and reasonable cooperation so the Company may seek a protective order or other remedy.

No License or Representation. No license or other right is granted by this Agreement. The Confidential Information is provided “as is.” It does not constitute an offer to sell or a solicitation of an offer to buy any security; any offering will be made only through definitive documents to qualified investors.

Return or Destruction. Upon the Company’s written request, Recipient shall promptly return or destroy all Confidential Information and any copies, except for one archival copy retained for compliance purposes and copies in routine electronic backups, which remain subject to this Agreement.

Term. This Agreement and Recipient’s obligations survive for a period of three (3) years from the date of execution, except that obligations with respect to trade secrets continue for so long as the information remains a trade secret under applicable law.

Remedies. Recipient acknowledges that a breach may cause irreparable harm for which monetary damages would be inadequate, and that the Company shall be entitled to seek injunctive relief in addition to any other remedy at law or in equity, without the necessity of posting a bond.

Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles, and the Parties submit to the exclusive jurisdiction of the state and federal courts located in Delaware.

Entire Agreement. This Agreement constitutes the entire understanding between the Parties as to its subject matter and may be amended only in a writing signed by both Parties. Electronic acceptance and signature constitute valid execution.

Protected Materials. In connection with evaluating an investment, the Company will disclose proprietary information including its asset pipeline, target properties in Caracas and on Isla de Margarita, valuations, the identities of sellers, brokers, lenders, operators, and other counterparties, and the structure and economics of the offering (collectively, the “Protected Materials”).

Permitted Use. Recipient shall use the Protected Materials solely to evaluate a potential investment in the Company’s vehicles and for no other purpose, and shall not use them to compete with, or to the disadvantage of, the Company.

Non-Circumvention. For a period of twenty-four (24) months following the date of this Agreement, Recipient shall not, directly or indirectly, alone or with or through any affiliate or third party, (a) contact, negotiate with, or transact with any seller, owner, broker, lender, operator, or counterparty first identified to Recipient through the Protected Materials, or (b) acquire, attempt to acquire, or assist any other person in acquiring any property or asset identified in the Protected Materials, in each case otherwise than through participation in the Company’s vehicles, without the Company’s prior written consent.

Non-Solicitation. During the same period, Recipient shall not solicit for employment or engagement any principal, employee, or contractor of the Company introduced to Recipient in connection with the offering, provided that general advertisements not specifically targeted at such persons are permitted.

Investor Acknowledgements. Recipient acknowledges that (a) any investment involves substantial risk, including the potential loss of the entire investment; (b) the Protected Materials include forward-looking statements and illustrative projections that are not guarantees and may not be realized; (c) U.S. sanctions affecting Venezuela are being modified but have not been fully lifted, and transactions remain subject to applicable law; and (d) Recipient is capable of evaluating and bearing the economic risks of such an investment.

No Reliance; Independent Diligence. Recipient will rely solely on its own investigation and on the definitive offering documents, and not on any summary, projection, or oral statement, in making any investment decision, and will consult its own legal, tax, and financial advisors.

Securities Law Restrictions. The Protected Materials are confidential and may not be reproduced or distributed. They do not constitute an offer or solicitation in any jurisdiction in which such an offer would be unlawful. Any securities described have not been registered under the Securities Act of 1933 and may not be offered or sold absent registration or an applicable exemption.

Term. The confidentiality obligations of this Agreement survive for three (3) years, and the non-circumvention and non-solicitation obligations survive for twenty-four (24) months, in each case from the date of execution.

Remedies. Recipient agrees that the Company would suffer irreparable harm from a breach of Sections 2–4 for which damages would be an inadequate remedy, and that the Company shall be entitled to seek specific performance and injunctive relief, in addition to all other remedies, without posting a bond.

Governing Law & Miscellaneous. This Agreement is governed by the laws of the State of Delaware. If any provision is held unenforceable, the remainder shall continue in effect and the unenforceable provision shall be reformed to the minimum extent necessary. Electronic acceptance and signature constitute valid execution.