1. Potential Investor shall keep the Informational Material confidential and, except with Broker’s specific prior written consent or as expressly permitted by the terms hereof, shall not disclose such Informational Material to any other individual, corporation, partnership or other entity. Potential Investor shall not use the Informational Material for any purpose other than to evaluate the possible transaction. The Informational Material may not be copied or duplicated without Broker’s prior written consent and must be returned to Broker immediately upon Broker’s request or when Potential Investor terminates negotiations with respect to the potential investment.

2. Potential Investor may disclose the Informational Material to its partners, employees, legal counsel and institutional lenders (“Related Parties”) who are directly involved in evaluating the potential investment, who are informed by Potential Investor of the confidential nature of the Informational Material and who are directed by Potential Investor to keep all such information in the strictest confidence and to use such information only in connection with the possible investment and in accordance with the terms of this agreement. In any event,

Potential Investor will be responsible for the Related Parties’ compliance with the confidentiality provisions hereof.

3. The Potential Investor understands and acknowledges that the Broker does not make any representations or warranties as to the accuracy or completeness of the Informational Material and is not guaranteed as to completeness or accuracy by the Broker.

4. The Potential Investor hereby indemnifies and holds harmless the Broker and its respective affiliates, successors and assigns against and from any loss, liability or expense, including attorney fees, arising out of any breach of any of the terms of this agreement by Potential Investor and/or Related Parties.

5. Without the prior written consent by Broker, Potential Investor will not (and Potential Investor will direct Related Parties not to) disclose: (a) that the Informational Material has been made available to Potential Investor; (b) that discussions or negotiations are taking place with Broker concerning potential investment; or (c) any of the terms, conditions, or other facts with respect to any possible or actual transaction, including the status thereof, unless, in the reasonable opinion of counsel, the Potential Investor is required by applicable law to make such disclosure.

6. The Potential Investor undertakes not to enter into any business transaction with banks, investors, sources of funds or other bodies, the names of which have been provided by Broker, unless written permission has been obtained from Broker to do so. For the sake of this agreement, it does not matter whether information is obtained from a natural or legal person. The Potential Investor also undertakes not to make use of a third party to circumvent this clause.

7. In the event of circumvention of this agreement, directly or indirectly, the circumvented party shall be entitled to a legal monetary penalty equal to the maximum service it should realize from such a transaction plus any and all expenses, including but not limited to all legal costs and expenses incurred to recover the lost revenue.

8. In the event the Potential Investor determines that it wishes to act upon the investment opportunities presented by Broker, the Potential Investor and Broker shall enter into a fee agreement prior to proceeding with any investment transaction.

9. In the event the Potential Investor determines that it wishes to act upon the investment opportunities presented by Broker, the Potential Investor shall use the Broker to prepare and submit any and all offers and/or LOI's on the opportunity.

The undersigned signatory represents that he/she has the full right, power and authority to enter into this agreement and bind his/her company thereto.

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