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CUSHMAN & WAKEFIELD2101 L Street, NW, Suite 500, Washington, DC 20037Phone 202-463-2100Return to Ryan Shure via Email at ryan.shure@cushwake.comPRINCIPAL CONFIDENTIALITY AGREEMENTCushman & Wakefield U.S., Inc., a Missouri corporation, ("Agent"), on behalf of Epsilon Telecommunications (“Epsilon”), has prepared this confidentialinvestment memorandum ("Memorandum") intended solely for Your limited use in determining whether you desire to express any further interest in Epsilon’sbusiness operated out of, and assets located at, 60 Hudson Street, NY, NY10013 (“Assets").You hereby acknowledge that you are a principal or an investment advisor in connection with Your consideration of this offering and agree that you will notlook to the Epsilon or Agent for any fees or commissions in connection with this transaction. You also hereby acknowledge that you have not dealt with anybroker, other than Agent, regarding the investment in the Assets or, if you have, you hereby agree to indemnify the Epsilon and Agent against anycompensation, liability, or expense arising from claims by any other broker or other party you had dealings with (excluding Agent) in connection with theAssets.The Memorandum does not purport to provide a complete or fully accurate summary of the Assets or any of the documents related thereto, nor does it purportto be all-inclusive or to contain all of the information that prospective buyers may need or desire. All financial projections are based on assumptions relatingto the general economy, competition, and other factors beyond the control of the Epsilon and, therefore, are subject to material variation. The projectionshave not been verified by Agent. This Memorandum does not constitute an indication that there has been no change in the business or affairs of the Assets orthe Epsilon since the date of preparation of this Memorandum.Neither Epsilon nor Agent, nor any of their respective officers, agents, or principals has made or will make any representations or warranties, express orimplied, as to the accuracy or completeness of this Memorandum, or any of its contents, and no legal commitment or obligation shall arise by reason of theMemorandum or its contents. Analysis and verification of the information contained in the Memorandum is solely the responsibility of the prospect, withoutany representations as to the Assets’s physical or environmental condition. Epsilon and Agent expressly disclaim any and all liability for representations orwarranties, expressed or implied, contained in the Memorandum or for omissions from the Memorandum, or from any other written or oral communicationstransmitted or made available to You.Epsilon and Agent expressly reserve the right, at their sole discretion, to reject any or all expressions of interest or offers regarding the Assets and/or terminatediscussions with any individual or entity at any time with or without notice. Epsilon has no legal commitment or obligations to any individual or entityreviewing this Memorandum or making an offer regarding the Assets unless and until a binding written agreement has been fully executed, delivered, andapproved by Epsilon and its legal counsel and any conditions to the Epsilon's obligations thereunder have been satisfied or waived. Agent is not authorized tomake any representations or agreements on behalf of Epsilon.The Memorandum and its contents (such contents as so limited herein called the "Contents"), are of a confidential nature. By accepting this Memorandum,You agree that You will hold and treat the Memorandum and the Contents in the strictest confidence and that YOU WILL NOT:(1) use the Contents other than for the purpose of making a proposal to purchase the Assets(2) photocopy or duplicate the Memorandum or the Contents, or any part thereof,(3) disclose the Memorandum or the Contents to any other entity (except Your employees, contractors, investors, and outside advisors retained by Youor to third-party institutional lenders for financing sought by You, if necessary, in Your opinion, to assist in Your determination of whether or notto make a proposal to purchase the Assets) without the prior written authorization of the Epsilon or Agent and under no circumstances are Youpermitted to disclose any of the Contents to any customer of Epsilon as identified in the Memorandum, and(4) use the Memorandum or any of the Contents in any fashion or manner detrimental to the interest of the Epsilon or Agent or for any purposes otherthan as necessary for evaluating the possibility of making a proposal to purchase the Assets.The obligations of confidentiality set forth herein shall not apply to information or materials: (a) that are developed by You without the use of theMemorandum or the Contents; (b) which is lawfully received free of restriction from another source having the right to so furnish such information; (c) after ithas become generally available to the public without breach of this Agreement; or (d) must be disclosed pursuant to applicable law or regulation. Indischarging the obligations of confidentiality set forth in this Agreement, You shall use the same degree of care in safeguarding the Memorandum and theContents as You use to safeguard Your own confidential or otherwise protected information, but in no event less than reasonable care.You further agree that in addition to the Memorandum and the Contents, any and all non-public material and information regarding the Assets that is providedto You by the Epsilon or Agent (e.g., evaluative materials, due diligence materials), or obtained by You through accessing areas of the Assets that are nototherwise open to the public, shall be subject to the same reservations and limitations provided for herein to the Memorandum. Additionally, all such materialand information shall be maintained by You as confidential pursuant to this Agreement.You acknowledge that monetary damages may not be an adequate or sufficient remedy for Epsilon for any actual or threatened breach of Your confidentialityobligations herein. Consequently, Epsilon shall have the right to seek specific performance, injunctive relief or such other remedies at law and in equity (asappropriate) for any breach or threatened breach of Your obligations herein.The Memorandum, the Contents, and all other confidential information provided to You, shall be returned to Epsilon and Agent, or destroyed promptly, ifrequested by Epsilon or Agent, and no copies shall be retained by You.This Principal Confidentiality Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction,validity, interpretation and performance of this Principal Confidentiality Agreement shall be governed by and construed in accordance with the internal lawsof the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any otherjurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.You hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough ofManhattan, for the adjudication of any dispute arising out of or in connection herewith or with any transaction contemplated hereby or discussed herein, andhereby irrevocably waive, and agree not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any suchcourt, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. You further
2irrevocably waive personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof to Youraddress set forth on the signature page hereto and agree that such service shall constitute good and sufficient service of process and notice thereof. Nothingcontained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed oroperate to preclude the Epsilon or Agent from bringing suit or taking other legal action against You in any other jurisdiction to enforce Your obligationsherein to the Epsilon and/or Agent (as the case may be), to realize on any collateral or any other security for such obligations, or to enforce a judgment orother court ruling in favor of the Epsilon and/or Agent, as the case may be. YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVEAND AGREE NOT TO REQUEST A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ORARISING OUT OF THIS PRINCIPAL CONFIDENTIALITY AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.To execute this Agreement either check the “Electronic Records & Signature Notice” box (if available), or sign this Agreement below and return it to RyanShure (information at top of page). Signatures transmitted by facsimile or e-mail (via PDF) shall be acceptable for purposes of execution of this Agreement.Any party that presents a facsimile or e-mail signature agrees to provide an original signature upon the request of the other party.The terms of this Agreement shall be in effect for a period of two (2) years after execution.ACCEPTED AND AGREED TO: SEND INFORMATION TO:Accepted By: ____________________________ Name: _________________________Name (Print): ____________________________ Company: ______________________Title:___________________________________ Address: _______________________Company: _______________________________ (“You” / “Your”) City/State/Zip:___________________Date: ___________________________________ Phone:__________________________Email: __________________________