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CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 1 of 4Property: Kukui LandLocation: Kauai Island, HawaiiOwner(s): ConfidentialPotential Investor:Upon execution of this agreement (this “Agreement”), pleaseremit entire agreement as a scanned image via email to:Attention: Tatiana HodappEmail Address: tatiana.hodapp@jll.com1. General Terms. Jones Lang LaSalle Americas, Inc., a Maryland corporation (“JLL”), represents Owner as Owner’s exclusiveagent or broker for the potential sale of the Property. This Confidentiality and Conditions of Offering Agreement (the"Agreement") will confirm the mutual understandings of Potential Investor, JLL, and Owner in connection with thedisclosure and review of any and all information regarding the Owner or the Property that is provided to Potential Investoror any Related Party (as defined below) by Owner, JLL or any representative of Owner or JLL, including, but not limited to,any offering memorandum, documents, data, financial statements, reports, forecasts, projections, surveys, diagrams,records, engineering reports, and other documents, electronic transmittals or conversations concerning the Property or theOwner (the “Offering Materials”). Owner and/or JLL may make the Offering Materials available in written, electronic, orverbal form to the Potential Investor following JLL’s receipt of this Agreement, duly executed by Potential Investor. TheOffering Materials shall not include information that (i) is or becomes generally available to the public, (ii) was in thepossession of the undersigned or any Related Party prior to the date of the Agreement (and is not subject to any pre-existing confidentiality agreement in favor of Owner, any affiliate thereof, and/or JLL), (iii) was obtained by the undersignedor any Related Party from a third party who, to the knowledge of the undersigned and the Related Parties, is not subjectto any confidentiality agreement regarding such information, or (iv) is independently developed by the undersigned or anyRelated Party without reliance on the Offering Materials. The terms of the Agreement follow.2. Ownership, Use and Return of Offering Materials. The Offering Materials shall continue to be the property of the Ownerand JLL. The Offering Materials will be used by the Potential Investor solely for the purpose of evaluating the possibleacquisition of the Property and not for any purpose unrelated to the possible acquisition of the Property. The OfferingMaterials may not be copied or duplicated without the Owner's and JLL’s prior written consent, and must be returned toJLL (or with JLL’s permission, destroyed by Potential Investor and any Related Party, and in such instance Potential Investorshall certify in writing to JLL and Owner that such information has been so destroyed) immediately upon request or whenthe Potential Investor declines to make an offer for the Property or terminates any discussions or negotiations with respectto the Property.3. Confidentiality and Disclosure of Offering Materials by Potential Investor. Potential Investor acknowledges on behalfof itself and any and all Related Parties that the Offering Materials are considered confidential and proprietary informationof Owner and/or JLL, and Potential Investor will not make (or cause or permit any Related Party to make) any OfferingMaterials available, or disclose any of the contents thereof, to any person without Owner’s or JLL’s prior written consent;provided, however, that the Offering Materials may be disclosed to the Potential Investor’s Representative (if any), thePotential Investor's partners, employees, legal counsel, advisors, institutional lenders and other capital sources (collectivelythe "Related Parties") as reasonably required for an evaluation of the Property. Such Related Parties shall be informed byPotential Investor of the confidential nature of the Offering Materials and the terms of this Agreement and shall be directedby Potential Investor to keep the Offering Materials and related information strictly confidential in accordance with thisAgreement and to otherwise abide by the terms of this Agreement as if such party was the Potential Investor hereunder.In the event any Related Party shall take or omit to take any action which if taken or omitted to be taken by PotentialInvestor would constitute a breach of or a default under the terms hereof, the such act or omission by such Related Partyshall be deemed to be a breach of the terms hereof by Potential Investor.4. Potential Investor as Principal and Other Brokers or Agents. Potential Investor is a principal and not an agent of oracting on behalf of any other party in connection with the purchase of the Property. Potential Investor will not look to JLLor to Owner for any brokerage commission, finder’s fee, or other compensation in connection with the sale of the Propertyor any interest therein. Potential Investor acknowledges that it has not had any discussion regarding the Property with anybroker or agent other than the Potential Investor’s Representative (if any) identified above. Potential Investor shall
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 2 of 4Property: Kukui LandLocation: Kauai Island, HawaiiOwner(s): ConfidentialPotential Investor:indemnify and hold Owner and JLL and their respective officers, directors, shareholders, partners, members, employees,agents and representatives and any affiliate, successor or assign thereof (collectively, the “Owner/JLL Related Parties”),harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fines, fees, costs andexpenses (including, but not limited to, court costs and attorney’s fees) of any kind, nature or character relating to theProperty by any agents or brokers (including any Potential Investor’s Representative) (other than JLL) resulting from (i) anyfailure by Potential Investor or any Related Party to disclose any relationship Potential Investor may have with respect toany broker or other intermediary, (ii) any failure by Potential Investor to pay any amounts claimed by any broker or otherintermediary (including, without limitation, any Potential Investor’s Representative), other than JLL, in connection with themarketing or sale of the Property and (iii) any breach or default hereunder by Potential Investor and/or any deemed breachor default hereunder by any Related Party.5. No Representations as to Offering Materials or Condition of Property. Potential Investor understands andacknowledges that neither Owner, JLL nor any Owner/JLL Related Party makes any representation or warranty as to theaccuracy or completeness of the Offering Materials or the condition of the Property in any manner. The Potential Investorfurther understands and acknowledges that the information used in the preparation of the Offering Materials was furnishedby Owner and has not been independently verified by JLL, and is not guaranteed as to completeness or accuracy. PotentialInvestor agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability for any reason to thePotential Investor or any of its representatives or Related Parties resulting from the use of the Offering Materials by anyperson in connection with the sale of, or other investments by Potential Investor in the Property whether or n otconsummated for any reason. Neither Owner, JLL nor any Owner/JLL Related Party is under any obligation to notify orprovide any further information to Potential Investor or any Related Party if either Owner or JLL becomes aware of anyinaccuracy, incompleteness or change in the Offering Materials. The undersigned acknowledges that neither Owner, JLLnor any Owner/JLL Related Party, has made any representation or warranty as to the accuracy or completeness of theOffering Materials, or the suitability of the information contained therein for any purpose whatever, and any representationor warranty in connection therewith is hereby expressly excluded. The Offering Materials provided to the undersigned aresubject to, among other things, correction of errors and omissions, additions or deletion of terms, and withdrawal uponnotice. The undersigned agrees that neither Owner, JLL, nor any Owner/JLL Related Party shall have any liability to PotentialInvestor and/or any Related Party resulting from the delivery to, or use by the undersigned of the Offering Materials orotherwise with respect thereto. Potential Investor and Related Parties shall rely only their own due diligence andinvestigation of the Property, including but not limited to any financial, title, environmental, physical, tenant or any othermatters.6. Withdrawal of Property from Market or Termination of Discussions. Potential Investor acknowledges that the Propertyhas been offered for sale subject to withdrawal of the Property from the market at any time or rejection of any offer becauseof the terms thereof, or for any other reason whatsoever, without notice, as well as the termination of discussions with anyparty at any time without notice for any reason whatsoever.7. Term of Agreement. The terms and conditions of this Agreement shall remain in full force and effect for a period of twoyears from the date hereof.8. Remedies. In the event that Potential Investor and/or any Related Party fails to comply with the terms and conditions ofthis Agreement, Potential Investor and such Related Party may be liable to Owner and/or JLL for such breach, Owner and/orJLL shall be entitled to exercise any right, power, or remedy available at law or in equity for such breach. Without prejudiceto any other rights or remedies that Owner and/or JLL may have with respect to any breach by Potential Investor and/orany Related Party, Potential Investor on behalf of its and any Related Party, hereby acknowledges and agrees that (a)damages would not be an adequate remedy for any breach of the terms of this Agreement by Potential Investor and/orany Related Party, (b) it is not aware of and will not seek to advance any reason why Owner and/or JLL should not beentitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 3 of 4Property: Kukui LandLocation: Kauai Island, HawaiiOwner(s): ConfidentialPotential Investor:of the terms of this Agreement by Potential Investor and/or any any Related Party and (c) no proof of special damagesshall be necessary for the enforcement of the terms of this Agreement.9. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the state where theproperty is located without reference to its conflicts of law provisions.10. Access to Property, Property’s Management, Property Lender, and Property Tenants. Potential Investor agrees tonot seek to gain access to any non-public areas of the Property or communicate with Property’s management employees,the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownershipof the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.11. Potential Investor’s Representative. The Potential Investor, if any, has appointed the Potential Investor’s Representative,if any, identified above, as Potential Investor’s broker or other intermediary with respect to the purchase of the Property.The Potential Investor agrees to pay out of Potential Investor’s own funds all brokerage fees, finder's fees or any othercompensation claimed by the Potential Investor’s Representative or any broker or intermediary other than JLL in connectionwith Potential Investor’s interest in or proposed or actual purchase of the Property or any interest therein. The PotentialInvestor’s Representative, if any, by signing below, agrees to be bound by all the terms and conditions of this Agreementwhether stated as obligations of the Potential Investor or a Related Party under the terms and conditions of this Agreement.The Potential Investor’s Representative, if any, further agrees by signing below that it will not look to the Owner, JLL or anyOwner/JLL Related Party for any brokerage commissions, finder's fee or any other compensation claimed in connectionwith the sale of the Property or any interest therein to the Potential Investor or any other party (whether or notconsummated for any reason). The Potential Investor's Representative, if any, by its signature hereto agrees herewith thatits authorization to act in any capacity with respect to the purchase of the Property is limited to representing the PotentialInvestor and agrees that it will not discuss or exchange any information regarding the Property with any party other thanthe Potential Investor. Potential investor and Potential Investor’s Representative, if any, by its signature hereto agree tohold JLL and Owner, its officers, directors, partners, employees, agents, representatives, and any of their affiliates,beneficiaries, successors, and assigns harmless from, and shall indemnify and defend them against any and all fines, losses,damages suites, claims actions, demands, liabilities, costs and expenses (including court costs and attorney’s fees) of anykind, nature or character (collectively, the “Claims”), in connection with, related to, resulting from or arising or alleged tohave arisen in connection with the Potential Investor’s Representative’s actions.12. Entire Agreement, Waiver or Modification. This Agreement contains the entire understanding between the parties withrespect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writingsigned by the parties subsequent to the date of this Agreement. The parties have not made any other agreement orrepresentation with respect to such matter.Accepted and Agreed to this ______ day of _______________________________________, 20__.POTENTIAL INVESTOR: POTENTIAL INVESTOR REPRESENTATIVE(If applicable)
CONFIDENTIALITY AND CONDITIONS OFFERING AGREEMENTPage 4 of 4Property: Kukui LandLocation: Kauai Island, HawaiiOwner(s): ConfidentialPotential Investor:Company CompanySignature SignatureName NameTitle TitleDate Date(See Next Page for Additional Info)Address 1 Address 1Address 2 Address 2City, State, and Zip Code City, State, and Zip CodeTelephone TelephoneEmail Address Email Address