NDA & Non-Circumvent

NDA Agreement

In connection with Madison Carter, (“we”, “our”, “us”) review and evaluation of a possible transaction involving Real Estate (property) (together with its subsidiaries, the “Company”), the Company has agreed to furnish us with certain information regarding the Real Estate, some of which may be of a confidential nature. This letter confirms our agreement with respect to our treatment of such confidential information of the Real Estate present by Madison Carter (or associated companies).

For purposes of this form, “Confidential Information” means any confidential or proprietary information regarding the Real Estate Presented which is either disclosed to us, or our directors, officers, employees, members, partners, agents, advisors (including without limitation, accountants, attorneys, consultants, bankers and financial advisors) [and potential and prospective financing sources1] (collectively, “Representatives”) in connection with a possible transaction. Confidential Information shall include all notes, analyses, compilations, studies or other documents prepared by us or our Representatives to the extent such materials are based on the Company Confidential Information. Company Confidential Information shall not include information which (i) is already in our (or any of our Representative’s) possession at the time of its disclosure to us by the Company or is subsequently developed or discovered by us or any of our Representatives without use of Confidential Information, (ii) is generally known to the public or in the trade, or becomes so known other than as a result of a breach of our obligations under this letter, (iii) is disclosed to us on a non-confidential basis by a person other than the Company, provided that such person is not actually known by us to be in violation of a confidentiality agreement with the Company in making such disclosure, or (iv) has been independently developed by us without the use of Company Confidential Material.

We agree to use the Confidential Information solely for the purpose of evaluating, negotiating and possibly concluding a transaction with the Real Estate presented. We further agree to maintain the confidentiality of the Confidential Information and not to disclose it to anyone without your consent, except for (a) disclosures to our Representatives having a need to know such information in connection with our evaluation of a possible transaction with the Company (it being understood that we will advise such Representatives of the confidential nature of such information and instruct them to treat such information confidentially, and be responsible for any disclosure by any of them in violation of this Agreement2]), and (b) disclosures which may be required by law.

In the event that we or any of our Representatives is requested or required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, we will, to the extent practicable, promptly notify the Company of such request or requirement so that the Company may, at its sole expense, seek an appropriate protective order or take any other mutually agreed action. If, in the absence of a protective.

Non-Circumvent

For purposes of this letter, the term “[Confidential Information]” shall have the meaning set forth in the confidentiality agreement between Madison Carter and you (the “Confidentiality Agreement”) but shall be limited to such Confidential Information provided to you by (or on behalf of) Madison Carter in connection with the Transaction and shall include, without limitation, any information and materials with respect to the business operation, finances and plans of the Company, which are disclosed or otherwise made available to you in writing or disclosed to you orally provided to you by (or on behalf of) Madison Carter in connection with the Real Estate presented.

You agree to use the Confidential Information solely for the purpose of evaluating the Real Estate and not to use it or make it available to anyone for any other purpose, except as provided herein. You further agree to maintain the confidentiality of the Confidential Information and, unless permitted hereunder, not to disclose it to anyone without the Company’s written consent, except for (a) disclosures to your affiliates, agents, officers, employees and advisors (collectively, “Representatives”) having a need to know such Confidential Information in connection with your evaluation of such Transaction (it being understood that you will advise your Representatives of the confidential nature of such Confidential Information and shall instruct them to treat such Confidential Information confidentially and be responsible for their maintenance of the confidentiality thereof), (b) disclosures which may be required by law, regulation or legal, governmental or regulatory process. In the event that you or any of your Representatives are required to disclose any Confidential Information by law, regulation or legal, governmental or regulatory process, you will, to the extent practicable, provide Madison Carter with prompt written notice of such disclosure, except as prohibited by law, regulation or legal, governmental or regulatory process or (c) disclosures to potential investors in connection with their evaluation of the Transaction; provided that each such potential investor is approved in advance by Madison Carter and executes a joinder to the Confidentiality Agreement and a customary non-circumvention agreement. If there exists a conflict between the terms of the Confidentiality Agreement and the terms hereof, the terms hereof shall govern.

You shall upon written request of Madison Carter return to Madison Carter or destroy in accordance with the Confidentiality Agreement all Confidential Information of the Real Estate in your possession and all copies thereof and any other written and electronic material in your possession which embodies any Confidential Information of the Real Estate, and upon Madison Carter’s written request, certify in writing the return or destruction of all such Confidential Information and embodiments. You shall not retain any copies, extracts or other reproductions in whole or in part of such materials.

In consideration of the order to maintain the goodwill created between Madison Carter (us) and the Real Estate, you hereby agree that you shall not seek to circumvent or bypass or join with the Company or its representatives, directors, officers, employees, attorneys, advisors, affiliates, stockholders, partners or members in circumventing or bypassing Madison Carter in connection with any transaction involving the equity or assets of the Real Estate. You further agree to not directly or indirectly transact, or otherwise be involved with any potential investor or its representatives, directors, officers, employees, attorneys, advisors, affiliates, stockholders, partners or members in circumventing or bypassing Madison Carter in completion of the deal.

The terms and provisions of this letter are solely for the benefit of Madison Carter and no other person, party or entity shall have rights as a third party beneficiary of any of such terms and provisions. Except with regards to maintaining the confidential nature of the Confidential Information provided to you, you shall not be bound by any of the other terms or conditions of the Confidentiality Agreement.

Your agreements hereunder shall terminate on the date occurring from the date hereof and, thereafter, this letter shall have no further force or effect.

Joinder

We or any of our Representatives is compelled to disclose information, we or such Representative may disclose that portion of the requested information that such person is compelled to disclose.

Without the prior written consent of the other party or as required by law, neither we nor the Company nor any of their respective Representatives will disclose to any person (including any governmental agency, authority or official or any third party), except as permitted herein, either the fact that discussions or negotiations are taking place concerning a possible transaction or any of the terms, conditions or other facts with respect to any such possible transaction, including the status thereof.

In the event that we do not proceed with the transaction which is the subject of this letter, we shall upon request, at our election, (a) destroy the Confidential Information and any computer files reflecting any of the Confidential Information and upon written request by the Company, deliver confirmation of such destruction to the Company or (b) promptly redeliver to the Company all written Confidential Information or computer files containing or reflecting any of the Company Confidential Information. Notwithstanding the foregoing, nothing shall require the erasure, deletion, alteration or destruction of back-up tapes and other back-up media made in the ordinary course of business as required by law or any applicable document retention policy; provided that we and our Representatives keep such materials confidential pursuant to the terms of this letter agreement.

In the event that we enter into definitive transaction documents with the Company, the provisions of this letter shall be superseded by the confidentiality provisions of such documents. We are not under any obligation to pursue a transaction with the Company as a result of our review and evaluation.

As consideration for Madison Carter providing us with the Confidential Information, we hereby agree that, for a period of twelve (12) months from the date hereof, Madison Carter will not solicit for employment any individual (of whom we become aware in the course of evaluating the possible transaction) who is an officer [or employee][or person listed on Schedule I attached hereto] of the Company as of the date of this letter agreement. Notwithstanding anything to the contrary, nothing will prohibit (i) any general solicitation for employment not specifically directed at employees of the Company (including by public advertisements and/or through an independent search firm that is not directed by us to target the Company’s employees [or (ii) the hiring of anyone who initiates contact with us regarding such employment.3]]

Each party hereby acknowledges and agrees that money damages may not be a sufficient remedy for any breach of this letter agreement by the other party and that the non-breaching party shall be entitled to seek, at its own expense, equitable relief, including injunction and specific performance, as a remedy for any such breach.

I/we acknowledges that Madison Carter is a professional real estate firm and is in the business of locating and pursuing ‘off market real estate opportunities‘.

In addition, the you acknowledges that such opportunities may be within the Company’s industry and possibly with an entity which the Company believes is a competitor or potential competitor. Nothing in this letter shall prevent Madison Carter, or entering into any transaction with, a company whose business is similar to or competitive with the business of the Company, subject to Madison Carter’s observance of the confidentiality [and non-solicitation] obligations set forth above. In addition, none of the provisions of this agreement shall in any way apply to any member of Madison Carter so long as the Confidential Information is not provided to such member.

The obligations under this form shall terminate on the earlier of (a) one year following the date hereof or (b) the signing of a definitive agreement with respect to a transaction between us and the Company (which shall not include a letter of intent).

This letter may be executed in any number of counterparts and may be modified, amended or waived only by a separate writing executed by the Company and Madison Carter expressly so modifying, amending or waiving such agreement.

Please confirm your receipt and acceptance of this letter by signing and dating a copy in the space indicated below and returning the signed copy to the undersigned.