Investor Confidentiality & Access Agreement

This Investor Confidentiality and Access Agreement ("Agreement") is entered into between Cowboy Gun Camp, its founders, owners, affiliates, successors, and assigns, collectively referred to as the "Company," and the person or entity requesting access, referred to as the "Recipient."

By selecting "I Agree and Continue," entering the Recipient's information, electronically signing, or accessing any protected investor materials, the Recipient acknowledges and agrees as follows:

1. Limited Purpose

The Recipient may access and use the Company's confidential information solely to evaluate a possible investment in, financing of, or authorized business relationship with Cowboy Gun Camp.

The Recipient may not use the information for personal competitive advantage, commercial development, property acquisition, solicitation, replication, publication, disclosure, or any purpose unrelated to the authorized evaluation.

2. Confidential Information

"Confidential Information" includes all nonpublic information disclosed by or on behalf of the Company, whether disclosed verbally, visually, electronically, in writing, through the website, through downloadable files, or through meetings and communications.

Confidential Information includes, without limitation:

• The Cowboy Gun Camp business concept and destination model.
• The planned combination of outdoor shooting experiences, primitive camping, Chuck Wagon BBQ, General Store operations, retail, food service, memberships, campfires, outdoor education, events, and future expansion.
• Business plans, executive summaries, development plans, project binders, financial projections, pricing models, budgets, forecasts, assumptions, valuations, capitalization plans, offering structures, share information, and proposed uses of proceeds.
• Founding-member programs, lifetime membership concepts, membership benefits, presale strategies, customer packages, pricing, and promotional plans.
• Property criteria, target markets, prospective properties, parcel information, site-selection methods, property scorecards, broker relationships, seller information, due-diligence findings, development cost estimates, potential acquisition terms, and seller-financing strategies.
• Site concepts, layouts, range concepts, diagrams, renderings, architectural ideas, traffic plans, operational separation plans, utility concepts, expansion areas, and development sequencing.
• Proprietary operational systems, workflows, standard operating procedures, security procedures, safety-planning materials, staffing plans, training systems, reservation processes, check-in procedures, retail systems, and vendor processes.
• The Company's branding, logos, taglines, visual concepts, trade dress, website content, photography direction, designs, documents, merchandise concepts, marketing plans, email strategies, social media plans, and promotional materials.
• Investor identities, investor lists, lender contacts, brokers, landowners, sellers, contractors, vendors, professional advisers, consultants, strategic partners, tourism partners, referral sources, and other relationships introduced or identified by the Company.
• Any notes, summaries, analyses, models, compilations, screenshots, downloads, or derivative materials created from the Company's information.
• The existence and substance of discussions between the Recipient and the Company.

Confidential Information does not include information the Recipient can establish through clear written evidence:

• Was lawfully known to the Recipient before disclosure by the Company.
• Became publicly available through no breach of this Agreement.
• Was lawfully received from an independent third party without a confidentiality obligation.
• Was independently developed without using or relying upon the Company's Confidential Information.

The burden of establishing an exclusion rests with the Recipient.

3. Non-Disclosure

The Recipient shall not disclose, publish, transmit, forward, distribute, summarize, reproduce, screenshot, post, upload, sell, license, or otherwise make Confidential Information available to another person.

The Recipient may disclose necessary information to an attorney, accountant, financial adviser, or investment adviser who has a legitimate need to evaluate the opportunity, provided that person:

• Is informed that the information is confidential.
• Is bound by professional confidentiality duties or written obligations at least as protective as this Agreement.
• Uses the information only for the authorized evaluation.

The Recipient remains responsible for any unauthorized use or disclosure by a representative receiving information through the Recipient.

4. Non-Use

The Recipient shall not use the Confidential Information to:

• Establish, finance, advise, design, develop, operate, promote, or assist a competing or substantially similar business.
• Copy or adapt the Cowboy Gun Camp destination model.
• Replicate the Company's combination of experiences, revenue streams, memberships, hospitality elements, branding, property strategy, operating systems, or phased development plan.
• Prepare or assist another party with a competing proposal, investor presentation, business plan, land plan, membership program, or outdoor destination concept.
• Obtain a commercial, competitive, financial, or strategic advantage against the Company.

This provision does not prohibit the Recipient from participating in the broader outdoor recreation, hospitality, camping, food service, retail, or shooting industries, provided the Recipient does not use or disclose the Company's Confidential Information.

5. Non-Circumvention

The Recipient shall not directly or indirectly bypass, avoid, undermine, or circumvent the Company or its founders concerning any relationship, opportunity, property, transaction, or contact identified through the Company.

Without prior written authorization, the Recipient shall not contact, solicit, negotiate with, purchase from, contract with, invest through, or enter into a transaction with any:

• Property owner or seller identified by the Company.
• Real estate broker or agent introduced by the Company.
• Investor, lender, financing source, or capital partner identified through the Company.
• Contractor, engineer, range designer, architect, consultant, insurer, vendor, supplier, tourism partner, or strategic relationship introduced by the Company.
• Employee, proposed employee, independent contractor, adviser, or project participant associated with Cowboy Gun Camp.

The Recipient shall not attempt to acquire or assist another person in acquiring a property identified through the Company without the Company's prior written consent.

6. Intellectual Property and Ownership

All Confidential Information and intellectual property remain the exclusive property of the Company or the applicable owner.

No license, ownership interest, franchise, partnership, agency, joint venture, or intellectual property right is granted by providing access.

The Recipient may not:

• Claim ownership of the Company's concepts, materials, systems, improvements, adaptations, or derivative works.
• Register or attempt to register a confusingly similar business name, domain, trademark, social media account, slogan, logo, or brand identity.
• Remove confidentiality markings, ownership notices, watermarks, copyright statements, or document controls.
• Modify the Company's materials and represent the modified version as independently created.

7. No Copying or Redistribution

Unless expressly authorized in writing, the Recipient may not:

• Download protected files except through authorized portal functions.
• Copy, print, photograph, screen-record, scrape, extract, or reproduce portal content.
• Store materials in shared drives, unsecured devices, public artificial-intelligence systems, public databases, or third-party repositories.
• Forward investor materials to another prospective investor.
• Use automated systems to collect or analyze protected portal content.

Permitted downloads must be maintained securely and remain subject to this Agreement.

8. No Solicitation

For the maximum period permitted by applicable law, the Recipient shall not use Confidential Information to solicit for employment or engagement any employee, consultant, contractor, adviser, vendor, or material project relationship identified through the Company.

General solicitations not specifically directed toward a protected relationship are not prohibited unless Confidential Information was used to identify or target the person.

9. Required Disclosure

When disclosure is required by subpoena, court order, or applicable law, the Recipient shall, to the extent legally permitted:

• Promptly notify the Company in writing.
• Provide a copy of the request or order.
• Cooperate with the Company in seeking a protective order.
• Disclose only the minimum information legally required.
• Continue protecting all information not required to be disclosed.

10. Security and Breach Notification

The Recipient shall use reasonable administrative, physical, and electronic safeguards to protect the Confidential Information.

The Recipient shall notify the Company immediately upon discovering any unauthorized access, use, disclosure, copying, loss, transmission, or security incident and shall cooperate fully in containing and correcting the incident.

11. Return and Destruction

At the Company's request, or when the Recipient no longer wishes to evaluate the opportunity, the Recipient shall promptly:

• Stop using the Confidential Information.
• Return or permanently destroy all copies.
• Delete downloaded files, screenshots, notes, extracts, analyses, and locally stored records.
• Confirm destruction in writing if requested.

An attorney or regulated adviser may retain one archival copy when required by professional or legal record-retention duties, but that copy remains confidential and may not be used for another purpose.

12. No Investment Commitment

Access to information does not:

• Constitute an offer to sell securities.
• Guarantee that an offering will occur.
• Guarantee that the Recipient will be permitted to invest.
• Require the Company to accept an investment.
• Create an obligation to continue discussions.
• Create a partnership, fiduciary relationship, agency relationship, or joint venture.
• Replace the definitive offering documents.

Any securities offering will be made only through approved offering documents and in compliance with applicable federal and state securities laws.

13. No Representation Concerning Preliminary Information

The Recipient understands that certain information may consist of preliminary assumptions, plans, concepts, estimates, projections, renderings, or property-dependent development scenarios.

The Company may modify or discontinue any part of the project without notice.

The Recipient shall rely only on the final executed offering documents and the Recipient's independent legal, financial, tax, and business review when making an investment decision.

14. Remedies

The Recipient acknowledges that unauthorized use or disclosure may cause immediate and irreparable harm for which monetary damages may be inadequate.

The Company may seek:

• Temporary, preliminary, and permanent injunctive relief.
• Specific performance.
• Monetary damages.
• Disgorgement of improper gains.
• Recovery of reasonable attorneys' fees and enforcement costs, to the extent permitted by law.
• Any other remedy available under applicable law.

The Company shall not be required to waive any legal remedy by pursuing another remedy.

15. Term and Survival

This Agreement begins when the Recipient accepts it or first receives protected information, whichever occurs first.

Confidentiality and non-use obligations shall continue for five years following the most recent disclosure.

Obligations concerning trade secrets, intellectual property ownership, unauthorized copying, and information that legally qualifies for continuing protection shall survive for as long as the information remains protected under applicable law.

The non-circumvention provisions shall continue for three years following the most recent disclosure or introduction, subject to applicable law.

16. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Tennessee, without regard to conflict-of-law principles.

Any legal proceeding arising from this Agreement shall be brought in the state or federal court having jurisdiction in the Tennessee county designated by the Company's final legal counsel and entity records.

17. Severability and Modification by Court

When any provision is found invalid, unlawful, or unenforceable, the remaining provisions shall remain effective.

To the extent permitted by law, a court may modify an overly broad provision to the minimum extent necessary to make it enforceable while preserving its protective intent.

18. Entire Agreement

This Agreement constitutes the entire agreement concerning access to the protected investor portal and supersedes prior oral or written confidentiality discussions concerning that access.

Any amendment or waiver must be in writing and authorized by the Company.

Failure to enforce a provision on one occasion does not waive future enforcement.

19. Electronic Acceptance

The Recipient consents to conducting this transaction electronically.

The Recipient agrees that:

• Typing the Recipient's name constitutes an electronic signature.
• Selecting the acceptance checkbox demonstrates present intent to be bound.
• Clicking "I Agree and Continue" constitutes execution and delivery of this Agreement.
• The electronically stored agreement, audit record, date, time, IP address, browser information, and acceptance record may be used as evidence of agreement.
• The Recipient may download or receive a copy of the executed Agreement.