Shopping Center Business: Capital Repositioning

Sands Investment Group (“Broker”) is presenting for sale the Subject Property (“Property”) referenced above, by the Property’s owner (the “Owner”). Our agreement with the Owner requires that we obtain a Non-Disclosure before disclosing the name and location of his/her location of his/her business. The undersigned (“Recipients”) hereby acknowledge and agree that certain confidential information that has been or may be disclosed is intended solely for Recipients’ limited use in considering whether to pursue negotiations to acquire the Property.

Neither the Owner of the Property nor Broker or any of their respective officers, employees or agents, make any representation or warranty, expressed or implied, as to the accuracy or completeness of this confidential information and no legal liability is assumed or shall be implied with respect thereto. Information provided has been or will be gathered from sources that are deemed reliable; however, neither Owner nor Broker warrants or represents that the information is true or correct. Recipients are advised to verify information independently. Owner and/or Broker reserve(s) the right to change the Property’s purchase price, or any Property or market information provided, or to withdraw the Property from the market at any time without notice.

Recipients agree that the information provided by Broker is confidential and as such, agrees to hold and treat such information in the strictest of confidence. In addition, Recipients agree not to disclose, directly or indirectly, or permit anyone else to disclose this information to any person, firm or entity without prior written authorization of Owner or Broker and not use, or permit to be used this information in any fashion or manner detrimental to the interests of Owner or Broker. Photocopying or other duplication of such confidential information is strictly prohibited. Recipients agree not to contact the Property’s tenant(s), leasing brokers, or property management staff in connection with Recipients’ review of the Property or confidential information. IN ADDITION, THE CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED AS REPRESENTATIVE OF THE STATE OF AFFAIRS OF THE PROPERTY OR CONSTITUTE AN INDICATION THAT THERE HAS BEEN NO CHANGE IN THE BUSINESS OR AFFAIRS OF THE PROPERTY SINCE THE DATE OR PREPARATION OF THE OFFERING MEMORANDUM.

While Owner and/or Broker may discuss the purchase and sale of the Property with Recipients, either Owner or Broker, in our sole and absolute discretion, may terminate sale discussions at any time and for any reason. Recipients acknowledge that neither Owner nor Broker has any obligation to discuss or agree to the sale of the Property. The acquisition discussions may be lengthy and complex. Notwithstanding that the parties may reach one or more oral understandings or agreements on one or more issues, neither of the parties shall be bound by any oral agreement of any kind, and no rights, claims, obligations or liabilities of any kind, either expressed or implied, shall arise or exist in favor of or be binding upon either Owner or Broker except to the extent expressly set out in a written agreement signed by both Owner and Broker.

This letter will further confirm that Recipients understand that Broker is presenting the information on the above-referenced Property and that Recipients agree that all initial correspondence and agreements pertaining to the opportunities and subsequent purchase shall be submitted through Agent. Prospective Buyer shall not contact the Owner directly unless given written permission by Agent or act either directly, indirectly, through any third parties including affiliates, other clients or other brokers to circumvent the purpose of this Agreement.

The term of this Agreement is for one (1) year from the date below, which shall be automatically extended through any ongoing negotiations, escrow periods or closing of any purchase and sales transaction(s) for the opportunity entered into by Prospective Buyer or its affiliates during the term hereof.

By filling in your information and submitting this form, you are accepting the terms of this agreement.