NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT

THIS NON-DISCLOSURE AND NON-CIRCUMVENTION AGREEMENT made this and effective as of the date set forth above, by and between Shared Hospitality Holdings, LLC, a Nevada limited liability company, d/b/a Shared Hospitality, located at 6689 Orchard Lake Road, Ste 136, West Bloomfield, Michigan 48322 (the “Company”), and , a located at (the “Counterparty”).

The Parties may also be referred to individually as a “Party” and collectively as the “Parties.” Each Party, when disclosing its Confidential Information, is referred to as the “Disclosing Party,” and when receiving the other Party’s Confidential Information, is referred to as the “Receiving Party.”

Whereas, the Company is in the business of hospitality management including, without limitation, the ownership and management of restaurants, bars, and hotels;

Whereas, the Counterparty is interested in exploring a potential investment in to the Company and desires to receive Company’s proprietary and confidential information while exploring the opportunity;

Whereas, the Parties wish to explore a potential business opportunity and wish to share proprietary, confidential and financial information with each other;

NOW THEREFORE, in consideration of the foregoing promises and mutual covenants, the
parties agree as follows:

     1. Recitals Incorporated. The recitals set forth above are included for context only and shall
not be construed as representations, warranties, or binding obligations of either Party.

     2. Person. The term "person" utilized in this Agreement shall be broadly interpreted to
include, without limitation, any corporation, company, partnership, venture and individual.

     3. Representative. The term “Representatives” utilized in this Agreement shall be broadly
interpreted to include, without limitation, a person and its affiliates, members, shareholders, directors, officers, employees, agents, assigns or controlling persons, including those within the meaning of Section 20 of the Securities Exchange Act.

     4. Confidential Information/Acknowledgment. For purposes of this Agreement,
“Confidential Information” means (i) any non-public, proprietary, or confidential information disclosed by either Party (the “Disclosing Party) to the other Party (the “Receiving Party”), whether in written, oral, electronic or other form, including but not limited to business plans, financial information, operations, customer or vendor relationships, and the existence and terms of discussions between the Parties, and (ii) the existence of the discussions between the Parties and the terms of any negotiation between the Parties. Confidential Information shall not include information that: (a) was already known to the Receiving Party without restriction prior to disclosure; (b) is or becomes publicly available through no breach of this
Agreement; (c) is received from a third party without breach of any obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

     (b)      Receiving Party shall not, for a period of five (5) years from and after the Effective Date,
without the express written authorization of the Disclosing Party, disclose to, convert, make copies of, or make use of, any Confidential Information of the other Party. Upon termination of this Agreement and on a Disclosing Party’s written request, a Receiving Party shall return all Confidential Information in Receiving Party’s possession, without making any copies thereof.

     5.    Client Files. The Company and the Counterparty acknowledge that the customer file utilized in connection with each other’s business shall be the property of the Disclosing Party and shall be retained by the Disclosing Party.

     6.      Non-Use and Non-Disclosure of Confidential Information. The Company and
Counterparty each hereby agree that in its capacity as a Receiving Party, it shall use Confidential
Information solely for the purpose of evaluating a potential business relationship between the Parties and not for any other purpose whatsoever. The Receiving Party shall not disclose such information to any third party except to its Representatives who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein.

In furtherance of the foregoing, each Party agrees not to use, disclose or distribute any Confidential
Information disclosed by the other Party for any purpose except for the relationship of the Parties described herein. Neither Party shall disclose any Confidential Information to third parties except the Receiving Party’s Representatives who are required to have the information to carry out such evaluation, discussions and transactions. Each Party shall have any third-party consultants and companies to whom Confidential Information of the other Party is disclosed or who has access to Confidential Information of the other Party sign a Confidentiality and Non-Disclosure Agreement substantially similar in content to this Agreement. Each Party shall take all reasonable measures (i) to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party, and (ii) to prevent such Confidential Information from falling into the public domain or the possession of persons other than those persons authorized hereunder to have such information. Such measures shall include using the same degree of care that such Party uses to protect
its own confidential information of a similar nature, but in no event less than reasonable care. Each Party agrees to notify the other Party in writing of any misuse or misappropriation of such Confidential Information of the other Party, which may come to such Party’s attention.

     7.      Mandatory Disclosure. In the event either Party, its employees, agents or representatives
are requested or required by legal process to disclose any of the Confidential Information of the other Party, the Party required to make such disclosure shall give prompt written notice to the Disclosing Party, to the extent permitted by applicable law, in order that the other Party may seek a protective order or other appropriate relief. In the event such a protective order is not obtained, the Party required to make such disclosure shall seek confidential treatment thereof, and shall disclose only that portion of the Confidential Information which said Party’s counsel advises that it is legally required to disclose.

     8.      Injunction/Enforcement. Company and Counterparty acknowledge that a violation of the
provisions of Article 4, 5, and 6 would cause irreparable injury to the other Party and that there is no adequate remedy at law for such violation, and therefore the non-breaching Party shall have the right to enjoin the breaching Party, in addition to any other remedies available at law or in equity, upon application to a court of competent jurisdiction for the issuance of a restraining order, preliminary injunction or permanent injunction prohibiting breaching Party from violating such provisions. Nothing contained herein shall be construed to prevent or preclude the other from pursuing any other remedies available to it for such actual breach. The covenants contained in Paragraphs 4, 5, 6, and 8, shall be construed as independent of any other provisions of this Agreement and the existence of any claim or cause of action by the breaching Party against other, where predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the non-breaching Party of such covenants. If any of the covenants set forth hereunder are found by any Court having jurisdiction to be too broad in extent, either as to the time period, or geographical area designated, or otherwise, then in each such case, the covenant shall nevertheless remain effective, but shall be considered amended (as to the time or area or otherwise, as the case may be) to a point considered by such Court as reasonable, and as so amended shall be fully enforceable. The non-breaching Party shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the enforcement of the provisions of this Agreement . The covenants contained in Paragraphs 4, 5, 6, and 8 shall survive the
termination of this Agreement.

     9.      Benefit/Assignment. This Agreement shall inure to the benefit of and be binding upon
the Parties, and their respective successors and assigns. Since this Agreement requires the information of the Parties specifically, neither Party shall have the right to assign this Agreement.

     10.     Severability. In case any one or more of the provisions contained in this Agreement
should for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

     11.      Waiver of Breach. The failure by a party to enforce any provision or provisions of this
Agreement shall not in any way be construed as a waiver of any such provision or provisions as to future violations thereof, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted the parties herein are cumulative and a waiver by a party of any single remedy shall not constitute a waiver of such party’s right to assert all other legal or equitable remedies available to his or it under the circumstances.

     12.      Notices. All notices and communications hereunder shall be in writing and shall be
deemed given when sent postage pre-paid by registered or certified mail, return receipt requested to the applicable party. Alternatively, written notice may be provided to the Company or the Recipient, as the case may be, by hand delivery of the notice to the applicable person(s).

     13.      Governing Law/Entire Agreement. THIS AGREEMENT, AND ANY DISPUTE,
CONTROVERSY OR PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE
EXHIBITS HERETO AND AGREEMENTS BETWEEN THE PARTIES OTHERWISE REFERENCED
IN THIS AGREEMENT (INCLUDING ALL CLAIMS IN TORT, CONTRACT OR OTHERWISE)
SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND
EFFECT BY THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO ITS RULES OF
CONFLICTS OF LAW. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, OR REMEDY
UNDER OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, OR IN CONNECTION
WITH ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR
THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH
OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS
AGREEMENT OR THE TRANSACTIONS DEALINGS BETWEEN THE PARTIES TO THIS
AGREEMENT (INCLUDING ALL CLAIMS IN TORT, CONTRACT OR OTHERWISE), AND AGREE
THAT ANY SUCH ACTION PERMITTED BY THIS AGREEMENT TO BE TRIED BEFORE A
COURT OF COMPETENT JURISDICTION SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY. THE TERMS AND PROVISIONS OF THIS SECTION CONSTITUTE A
MATERIAL INDUCEMENT FOR THE PARTIES ENTERING INTO THIS AGREEMENT.

     14.      Headings /Gender and Number. The headings in this Agreement are inserted for
convenience only and are not to be considered in construction of the provisions hereof. As used in this Agreement and where appropriate the masculine shall include the feminine and the singular, the plural and vise-versa.

     15.      Delivery by Facsimile/Email. This Agreement, and any amendments hereto or thereto, to
the extent signed and delivered by means of a facsimile machine or electronic mail (“email”), shall be treated in all manner and respects and for all purposes as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

     16.     Term. This Agreement shall commence on the Effective Date and shall continue in full
force and effect for a period of two (2) years thereafter (the “Term”), unless earlier terminated by either Party upon thirty (30) days prior written notice to the other Party. Notwithstanding termination or expiration of this Agreement, the confidentiality and, shall survive for the periods specified therein.

     17.      Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE
DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitations shall not
apply to damages arising from a Party’s willful misconduct, gross negligence, or breach of its
confidentiality obligations under this Agreement.

     18.      Representations of Authority. Each Party represents and warrants that: (a) it has the full
right, power, and authority to enter into this Agreement; (b) this Agreement has been duly authorized by all necessary action and constitutes a valid and binding obligation of such Party; and (c) the execution and performance of this Agreement does not and will not conflict with or violate any agreement, obligation, or restriction to which such Party is subject.

     19.      Entire Agreement; Integration. This Agreement constitutes the entire agreement between
the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations, representations, and understandings of any kind, whether written or oral, relating to the subject matter hereof. This Agreement may not be modified or amended except by a written instrument signed by authorized representatives of both Parties.

     20.      Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this
Agreement, or the breach, termination, or invalidity thereof, shall first be submitted to nonbinding
mediation in the State of Nevada before a mutually agreed mediator. If the dispute is not resolved through mediation within thirty (30) days of submission, either Party may pursue its rights and remedies in any court of competent jurisdiction in accordance with Section 14. Nothing in this Section shall limit either Party’s right to seek emergency injunctive or other equitable relief as provided in Section 8.

WHEREFORE, the Parties have signed this agreement of the Effective Date.