INDUSTRIAL SALE LEASEBACK- CONFIDENTIALITY AND BUYER REGISTRATION AGREEMENT

MATTHEWS REAL ESTATE INVESTMENT SERVICES™

CONFIDENTIALITY & BUYER REGISTRATION AGREEMENT

THIS CONFIDENTIALITY AND BUYER REGISTRATION AGREEMENT (this “Agreement”) is made effective and entered as of the date the Confidential Offering Memorandum is received (“Effective Date”) to the registered individual or company (the “Receiving Party”), and Matthews Real Estate Investment Services, Inc., a Delaware corporation (the “Broker”) (each individually a “Party” and collectively the “Parties”). To receive the Offering Materials the Receiving Party must read, sign, and return this Confidentiality Agreement to Broker, or if applicable, click “I agree”.

RECITALS:

WHEREAS, in connection with exploring and evaluating a possible business relationship and/or business transaction regarding that certain commercial property whose address will be disclosed in the Confidential Offering Memorandum, but described further as: single-tenant warehouse industrial building measuring approximately 74,000 SF and situated on 5 acres of land located in St. Joseph County (referred to herein as the “Relationship”) and for the purposes of the ongoing Relationship, the Parties recognize the need for Broker to disclose to Receiving Party certain of its Confidential Information (as defined below); and

WHEREAS, the Parties wish to provide the terms and conditions upon which such Confidential Information will be disclosed by the Broker to the Receiving Party hereunder.

AGREEMENT:

NOW THEREFORE, the Parties agree as follows:

1.“Confidential Information” means and includes any information disclosed by the Broker to the Receiving Party before or after the Effective Date, either directly or indirectly, in writing, orally or in another form, including, without limitation, documents, business plans, real estate information and related materials, lease information, property ownership documentation and related financial materials, source code, software, financial statements, financial information, financial analysis, marketing plans, marketing information, customer names, customer lists, vendor names, vendor lists, projections, strategies,research, processes or other technical and related materials disclosed by, or at the direction of, the Brokerto the Receiving Party, regardless of whether such disclosure is a result of, or in connection with, the Relationship.

2.Non-Disclosure and Non-Use of Confidential Information: The Receiving Party shall use the Broker’s Confidential Information only for the purpose of evaluating the Relationship and for the purposes of the ongoing Relationship and shall protect such Confidential Information from disclosure to third-party, using the same degree of care used to protect its own proprietary information of like importance,but in any case using no less than a reasonable degree of care. The Receiving Party shall not make any copies of Confidential Information without prior approval, in writing, by the Broker. The Receiving Party shall reproduce the Broker’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. The Receiving Party may disclose the Broker’s Confidential Information to its affiliates, employees and consultants (“Representatives”), in each case only if such Representatives have a need to know and provided that such Representatives (i) use the Confidential Information for the purposes of the Relationship only, and (ii) are bound to protect the Confidential Information as required hereunder. The Receiving Party shall immediately notify the Broker in the event of any unauthorized use or disclosure of the Confidential Information. The Parties shall each be responsible for any breach of the terms of this Agreement by them or their Representatives and agree, at their sole expense, to take all reasonable measures (including, but not limited to, court proceedings) to restrain their respective Representatives from prohibited or unauthorized disclosure or use of the Confidential Information.

3.Limitations. The restrictions of this Agreement on use and disclosure of Confidential Information shall not apply to information that:

3.1. Intentionally Deleted.

3.2. is or becomes publicly known, through no wrongful act of the Receiving Party;

3.3. the Receiving Party can demonstrate was developed independently by Receiving Party without
reference to the Confidential Information; or

3.4. is lawfully required to be disclosed to any governmental agency or is otherwise required to be disclosed by law; provided, however, that (except to the extent the same would be unlawful or in violation of the warrant, subpoena or order requiring disclosure) before making such disclosure, the Receiving Party shall give the Broker an adequate opportunity to interpose an objection and/or take action to assure the confidential handling of the Confidential Information.

4.Right to Confidential Information; Ownership. The Receiving Party, upon the written request ofthe Broker at any time, shall promptly return or destroy all tangible Confidential Information of theBroker Party in its possession. The Receiving Party shall not retain the Confidential Information thereafter in any. The Receiving Party shall be fully responsible for the return or destruction of all Confidential Information disclosed to its Representatives. The Receiving Party understands, acknowledges,and agrees that the Confidential Information is the sole and exclusive property of the Broker and its successors and assigns and that in the event of a termination of the Relationship, Receiving Party agrees not to, directly or indirectly, disclose or remove from the Broker’s premises, any Confidential Information.

5.No Obligation; No Warranty. Nothing herein shall obligate the Parties to proceed with any transaction between them, and each party reserves the right, in its sole and absolute discretion, to terminate the Relationship unless otherwise agreed to in writing prohibiting such termination.ALL CONFIDENTIAL INFORMATION IS PROVIDED “AS IS.” BROKER MAKES NO REPRESENTATIONS ORWARRANTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION AND RECEIVING PARTY AGREES THAT BROKER PARTY AND ITSEMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY TO RECEIVING PARTY RESULTING FROM ANY USE OFOR RELIANCE ON THE CONFIDENTIAL INFORMATION BY RECEIVING PARTY.

6.Term and Termination. This Agreement shall become effective on the date first set forth above and shall continue in effect for the duration of the Relationship. Either Party may terminate this Agreement,without cause, upon written notice to the other at the address set forth herein below; however, the confidentiality obligations shall survive expiration or termination of the Agreement for a period of three(3)years from the date of such expiration or termination.

7.Miscellaneous. This Agreement: (a) is the complete agreement of the Parties concerning the subject matter hereof and supersedes any and all prior agreements, understandings or discussions with respect to the subject matter hereof; (b) shall not be construed to create any obligation on the part of either Party to retain the services of or to compensate the other Party in any manner, except as may be set forth by a separate written agreement duly executed and delivered by one Party to the other Party; (c) may not be amended or in any manner modified except in a writing signed by the Parties; and (d) shall be governed and construed in accordance with the laws of the State of Tennessee without regard to the principals of conflicts of law. If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible. Without prejudice to the rights and remedies otherwise available to the Parties, the Parties agree that money damages would not be a sufficient remedy for any breach of this Agreement by either Party or their respective Representatives and, accordingly, that either party shall be entitled to seek equitable relief, including injunctive and specific performance, if either Party or any of their respective Representatives breaches or threatens to breach any of the provisions of this Agreement. If any legal proceedings are commenced by one Party relating to the other Party’s breach of this Agreement, the prevailing Party in that proceeding or those proceedings shall be entitled to its reasonable attorneys’ fees, costs, paralegal fees and costs, and the fees and costs for appeal(s). Any and all disputes arising under or related to this Agreement shall be adjudicated exclusively in the State of Tennessee. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall constitute the same agreement. In the event any signature is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.