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C O N F I D E N T I A L I T Y A G R E E M E N TProperty: Bellefield Office ParkLocation: 11201 SE 8th Street and 1150, 1203, 1215, 1300, 1309, 1400, 1450, 1500, 1601,1621, 1687, 1715, 1756, 1800 114th Avenue SE in Bellevue, WAOwner: Regency Bellefield Holdings LLCPotential Purchaser:Page | 1Please be advised that Regency Bellefield Holdings LLC (“Seller”) is considering a possible sale of the Property, with NewmarkKnight Frank acting as the authorized sales representatives (“Broker”). Broker has available for review certain informationconcerning the Property which includes brochures, documents and other materials (collectively “Informational Materials”).Please be advised that neither the Seller or Broker will make such Informational Material available to the Potential Purchaserwith regard to the contemplated sale of the Property unless and until the Potential Purchaser has executed this letter (“Letterof Confidentiality”) and thereby agrees to be bound by its terms. Seller and Broker are prepared to provide the InformationalMaterials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property by the PotentialPurchaser, subject to the conditions set forth below.1. All Informational Materials relating to the Property which may be furnished to the Potential Purchaser by the Selleror Broker, shall continue to be the property of the Seller. The Informational Materials will be used by the PotentialPurchaser solely for the purpose of evaluating the possible acquisition of the Property and not for any purpose notrelated to the possible acquisition of the Property and may not be copied or duplicated without the Seller’s consentand must be returned to the Seller and copies destroyed within three (3) business days of Seller’s request or whenthe Potential Purchaser declines to make an offer for the Property or terminates discussions or negotiations withrespect to the Property.2. The Potential Purchaser will not make any Informational Materials available, or disclose any of the contentsthereof, to any person, unless such person has been identified to the Seller in writing and the Seller has approvedthe furnishing of the Informational Materials or such disclosure to such person, and such person has entered intoan agreement with the Seller, the provisions of which agreement shall be substantially the same as the provisionsof this Letter of Confidentiality, provided however, that the Informational Materials and this Letter ofConfidentiality may be disclosed to the Potential Purchaser’s partners, employees, legal counsel, investors, agentsand institutional lenders (“Related Parties”) who, in the Potential Purchaser’s commercially reasonable judgment,need to know such information for the purpose of evaluating the potential purchase of the Property or any interesttherein by the Potential Purchaser. Such Related Parties shall be informed by the Potential Purchaser of theconfidential nature of the Informational Materials and shall be directed in writing by the Potential Purchaser tokeep all the Informational Materials strictly confidential in accordance with this Letter of Confidentiality. TheProspective Purchaser shall be responsible for any violation of this provision by any Related Party.3. Although Seller and Broker have endeavored to include in the Informational Materials information which Sellerand Broker believe to be relevant to the purpose of Potential Purchaser’s investigation, the Potential Purchaserunderstands and acknowledges that neither the Seller nor Broker makes any representation or warranty as to theaccuracy or completeness of the Informational Materials. The Potential Purchaser further understands andacknowledges that the information used in the preparation of the Informational Materials was furnished to theSeller and Broker by others and has not been independently verified by Seller or Broker and is not guaranteed asto completeness or accuracy. The Potential Purchaser agrees that neither the Seller or Broker shall have any liabilityfor any reason to the Potential Purchaser or any of its representatives or Related Parties resulting from the use of
C O N F I D E N T I A L I T Y A G R E E M E N TProperty: Bellefield Office ParkLocation: 11201 SE 8th Street and 1150, 1203, 1215, 1300, 1309, 1400, 1450, 1500, 1601,1621, 1687, 1715, 1756, 1800 114th Avenue SE in Bellevue, WAOwner: Regency Bellefield Holdings LLCPotential Purchaser:Page | 2the Informational Materials by any person in connection with the sale of, or other investment by the PotentialPurchaser in the Property, whether or not consummated for any reason.4. The Potential Purchaser acknowledges that the Property has been offered for sale subject to withdrawal from themarket or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice.5. The obligation of Potential Purchaser to not disclose and keep confidential all Informational Materials does notinclude information: (a) that was already in the possession of Potential Purchaser or any of its Related Parties atthe time of delivery by Seller or Broker; (b) that is obtained by Potential Purchaser or its Related Parties from athird person which, insofar as is known to Potential Purchaser or its Related Parties, is not subject to any legal,contractual or fiduciary prohibition or obligation against disclosure; (c) which was or is independently developedby Potential Purchaser or its Related Parties without utilizing the Information Materials or violating itsconfidentiality obligations hereunder; or (d) which was or becomes generally available to the public through nofault of Potential Purchaser or its Related Parties.6. The Potential Purchaser hereby represents and warrants to Seller and Broker that the Potential Purchaserhas not dealt with any other broker, finder or agent in connection with any possible sale or other transactionconcerning the Property other than Broker and that no broker, finder or agent represents Potential Purchaseror will represent Potential Purchaser in connection with any possible sale or other transaction concerning theProperty other than Broker, and Potential Purchaser agrees to indemnify and hold harmless Seller and Brokerand their successors and assigns from and against any and all claims, demands, losses, liabilities, suits, costsor expenses due to or arising from any claims of any broker, finder or similar agent for commissions, fees orother compensation in connection with any possible sale or other transaction concerning the Property basedon dealings with the Potential Purchaser.7. This Letter of Confidentiality shall remain in effect until one (1) year after the date of Potential Purchaser’sacceptance of this Letter of Confidentiality.8. This Letter of Confidentiality shall be governed by and construed in accordance with the laws of the State ofWashington without reference to its Conflicts of Law provisions.9. This Letter of Confidentiality contains the entire understanding between the parties with respect to thesubject 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 Letter of Confidentiality. The parties have not made anyother agreement or representation with respect to such matters.
C O N F I D E N T I A L I T Y A G R E E M E N TProperty: Bellefield Office ParkLocation: 11201 SE 8th Street and 1150, 1203, 1215, 1300, 1309, 1400, 1450, 1500, 1601,1621, 1687, 1715, 1756, 1800 114th Avenue SE in Bellevue, WAOwner: Regency Bellefield Holdings LLCPotential Purchaser:Page | 310. Potential Purchaser acknowledges that damages may be inadequate compensation for breach of thisAgreement and Seller shall be entitled to seek equitable relief and may restrain, by an injunction or similarremedy, any breach or threatened breach of this Agreement.Upon execution of this Letter of Confidentiality, please remit via email to: PNWCapitalMarkets@nmrk.comAGREED AND ACCEPTED:By: E-Mail Address:Printed Name: Date:Company Name: Phone Number:Address: Fax Number: