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SMRH:4929-8043-8822.2 -1-CONFIDENTIALITY AGREEMENT FOR SIGNATURE BY PROSPECTIVE PURCHASERCushman & Wakefield U.S., IncA Missouri Corporation("Cushman & Wakefield" or “you”)March [__], 20252021 McKinney Ave, Suite 900Dallas, TX 75201Attention: C&W Office Advisory Group - DallasRETURN VIA:E-mail: todd.savage@cushwake.comyolanda.boyd@cushwake.comRE: Palisades Central (the “Property”)This will serve to confirm our understanding and agreement concerning certain confidential, non-public material, data andinformation (whether in written, oral,digital or other tangibleor intangibleform) withrespect tothe Property,theOwner (asdefined below) and/oranyaffiliatesoftheOwner(togetherwiththeOwner,collectively,the“OwnerParties,”orindividually,an“OwnerParty”)(herein "EvaluationMaterial") which you will make available to us in connection with a possible purchase by us of the Property. The term“Evaluation Material” does not include information that (a) is already in our possession (other than information previouslyfurnished to us by you, an Owner, any Owner Party and/or your agents), provided that such information is not known by us tobe subject to another agreement or obligation of confidentiality, (b) is or becomes generally available to the public other than asa result of a disclosure by us or our agents, representatives, consultants, members, partners, officers, advisors, legal counsel,potential lenders, affiliates, or employees (collectively “Representatives”), (c) becomes available to us on a non-confidentialbasis from a source other than you, an Owner, any Owner Party and/or your agents or advisors, provided that such source is notknown by us to be bound by an agreement or other obligation of confidentiality, or (d) was or is hereafter independentlydeveloped by us or on our behalf without the use of the Evaluation Material and without violating any of the confidentialityprovisions hereunder. You are prepared to furnish us with the Evaluation Material in connection with discussions andnegotiations concerning a possible transaction involving the Property only on the conditions that we treat such EvaluationMaterial confidentially and confirm certain representations to you. As use herein “we” or “us” shall mean the undersigned.Therefore, as a prerequisite to your furnishing to us the Evaluation Material, we hereby represent and agree as follows:1. The Evaluation Material furnished to us will be used by us solely for evaluating a possible transaction exclusively for ourown account, as principal in the transaction, and not (i) as a broker or agent for any other person or (ii) in any way which,to its knowledge, is directly or indirectly detrimental to or competitive with Owner or any of the Owner Parties. We agreethat we will not contact any clients, business contacts, or competitors of any of Owner regarding the Evaluation Materialwithout Owner’s prior written approval. Therefore, we agree to keep all Evaluation Material confidential and not to disclosesuch Evaluation Material to any person or entity without the written consent of Owner, which may be given or withheld inOwner’s sole and absolute discretion; provided however, that any of such Evaluation Material may be disclosed only to ourRepresentatives who need to know such information solely for the purpose of assisting us with our possible purchaseof the Property. Such Representatives, by their receipt of the Evaluation Material, shall be deemed to understand theconfidential nature of the Evaluation Material and the terms of this agreement, and therefore we will be responsible for anybreach of this agreement by any of our Representatives. We acknowledge and agree: (i) to take all reasonable precautionsto protect the confidentiality of the Evaluation Material and to ensure that all Representatives to whom such EvaluationMaterial is disclosed agree to abide by this Agreement; (ii) that the Evaluation Material is, and shall at all times remain, theproperty of Owner and the Owner Parties and is highly valuable, confidential and material to the interests, business andaffairs of the Owner Parties; and (iii) that disclosure thereof would be detrimental to the interests, business and affairs of theOwner Parties. Relatedly, we acknowledge and agree that we will take all reasonable steps that are necessary to ensure thatthe Evaluation Material remains confidential to the Owner Parties, including, without limitation, storing and maintainingthe Evaluation Material to a standard that is at least the equivalent of the standard that we apply to our own private, secret,confidential or proprietary information. At Cushman & Wakefield’s request or upon termination of any businessdiscussions between Owner and us, we shall promptly destroy all Evaluation Material provided to us and we will alsoinstruct our Representatives to destroy all Evaluation Material and any other written material, including electronicallytransmitted information, containing or reflecting any Evaluation Material.
SMRH:4929-8043-8822.2 -2-2. Although you have endeavored to include in the Evaluation Material information which you believe to be relevant forthe purpose of helping us in our evaluation of the Property for possible purchase, we understand and acknowledge thatno owner of any Property (individually or collectively as the context may require, “Owner”) nor Cushman & Wakefieldmake any representation or warranty to us as to the accuracy or completeness of the Evaluation Material except as set forthin a definitive agreement between the applicable parties (each, a “Definitive Agreement”). We agree that Owner andCushman & Wakefield shall not have any liability to us as a result of our use of the Evaluation Material except as setforth in a Definitive Agreement and it is understood that we are expected to perform such due diligence investigationsand inspections of the Property as we deem necessary or desirable and as permitted by agreement with Owner.3. If we or any of our Representatives are required by applicable law, regulatory, legal or administrative process, or anyother order or mandate of a court or other governmental authority, to disclose all or any portion of the EvaluationMaterial, we will notify you of such process, order, or mandate in advance of providing the same so that Owner mayseek at its own cost a protective order or other appropriate remedy. If a protective order is not obtained, we and ourRepresentatives will disclose only such Evaluation Material as is specifically required by such process, order, ormandate and agree to attempt to obtain reliable assurances that confidential treatment will be accorded to suchEvaluation Material.4. We also represent that no broker or agent represents us or will represent us in any possible transactions involving theProperty unless we disclose it in writing to Cushman & Wakefield prior to the receipt of the Evaluation Material andthat we fully agree to compensate our broker or agent. Neither Cushman & Wakefield nor the Owner nor any OwnerParty is responsible for any compensation to be paid to our broker or agent.5. The execution of this agreement and the delivery and receipt of any Evaluation Material will not constitute an offer,implied or otherwise, to enter into or to negotiate a definitive agreement with respect to the Property, and until such anagreement is executed by the parties, no legally binding agreement related to the Property, other than this agreement,will exist between the parties. We hereby further acknowledge and agree that: (a) the Owner Parties shall not have anyliability hereunder to us or any other person or entity resulting from the use of the Evaluation Material by us (or by anyRepresentative) and (b) the Evaluation Material has been made available to us without any representation or warranty(express or implied) and that the Owner Parties expressly disclaim any obligations or responsibility hereunder, expressor implied, to update or supplement the Evaluation Material or the information they contain.6. We hereby acknowledge that a breach of this agreement will result in extraordinary and irreparable damage to Ownerand that, consequently, monetary damages would not be a sufficient remedy. In addition to damages and all otherremedies that may be available to Owner at law or in equity in the event of a breach or default by you of this agreement,Owner or any Owner Party will be entitled to seek specific performance and any injunctive or other equitable relief(without the necessity of posting any bond or other surety) as a remedy for any such breach.7. The laws of the State of Texas will govern and construe this Agreement (without regard to its laws relating to choice-of-law). Each party hereby irrevocably submit generally and unconditionally for itself and in respect of its property tothe jurisdiction of any state court or any United States federal court sitting in County where the Property is located inState of Texas over any suit, action or proceeding arising out of or relating to this agreement. The prevailing party inany litigation arising out of or in connection with this agreement will be entitled to recover its reasonable legal fees andcosts of suit in addition to any award of monetary damages or equitable relief. This agreement constitutes the entireagreement between the parties hereto relating to this subject matter and supersedes all prior or simultaneousrepresentations, discussions, negotiations, and agreements, whether written or oral. This agreement may be executed inseveral counterparts, each of which shall be deemed an original, and such counterparts shall constitute but one and thesame instrument. Signatures to this agreement may be transmitted by facsimile or by emailing a .pdf or .tif file andshall be valid and effective to bind the party so signing. If any part of this agreement is found invalid or unenforceable,that part will be amended to achieve as nearly as possible the same effect as the original provision and the remainder ofthis Agreement will remain in full force and effect. This agreement may not be modified without the prior writtenconsent of each of Owner, Cushman & Wakefield and the undersigned. We agree not to assign this agreement or any ofits rights hereunder, whether in whole or in part, without the express prior written consent of Owner, which consentmay be given or withheld in Owner’s sole and absolute discretion, and any purported assignment in violation of thisclause shall be null and void. This agreement shall inure to the benefit of each of the Owner Parties, and shall be bindingupon the undersigned and its permitted successors and assigns.
SMRH:4929-8043-8822.2 -3-ACQUISITIONS OFFICER:Company:Authorized SignatureAddress:Date:Address:Print Name:City:______________________State:_______Zip: ________Title:Phone:E-mail address:ANALYST OR OTHER REQUESTED RECIPIENT: ANALYST OR OTHER REQUESTED RECIPIENT:Print Name: Print Name:Title: TitlePhone: Phone:Email: Email: