Confidentiality Agreement

Confidentiality and Non-Disclosure Agreement

Property: 518–522 W Rosecrans Avenue and 519–525 W Spruce Street, Compton, California 90222, Los Angeles County APN 6151-016-009 (the “Property”).

This Confidentiality and Non-Disclosure Agreement (this “Agreement”) is made by the undersigned prospective purchaser or buyer’s broker (“Recipient”) in favor of the owner of record of the Property (“Owner”) and M.E. Strategic Corp., doing business as Master Key Real Estate (California DRE #02012526), Owner’s exclusive listing broker (“Listing Broker”). “Affiliate” means any person or entity that controls, is controlled by, or is under common control with Recipient, and any entity in which Recipient or its principals hold an ownership interest. In consideration of Listing Broker furnishing Evaluation Material to Recipient, Recipient agrees as follows:

1. Evaluation Material. “Evaluation Material” means the Offering Memorandum and all other information about the Property, Owner, the tenants or the proposed sale, whether written, electronic or oral, that Owner, Listing Broker or their agents furnish to Recipient, before or after the date of this Agreement. It includes rent rolls, leases, tenant information, operating statements, financial data, pricing, reports, development analyses, photographs and plans, and all notes, analyses, compilations and other materials prepared by Recipient or its Representatives that contain or reflect any of that information. Evaluation Material does not include information that (a) is or becomes generally available to the public other than through disclosure by Recipient, its Affiliates or its Representatives in breach of this Agreement; (b) was lawfully in Recipient’s possession before it was furnished under this Agreement, as shown by Recipient’s written records; (c) becomes available to Recipient on a non-confidential basis from a source that, to Recipient’s knowledge, is not bound by a confidentiality obligation; or (d) Recipient independently develops without use of or reference to the Evaluation Material. The fact that the Property is listed for sale, and information Listing Broker itself publishes in public marketing, is not Evaluation Material.

2. Permitted Use. Recipient will use the Evaluation Material solely to evaluate a possible purchase of the Property by Recipient or, if Recipient is a buyer’s broker, by Recipient’s identified client (the “Transaction”), and for no other purpose. Without limitation, Recipient will not use the Evaluation Material to solicit, contact or compete for any tenant, to value or market any other property, or to benefit any person other than Recipient or its identified client.

3. Confidentiality; Representatives. Recipient will keep the Evaluation Material strictly confidential. Recipient may disclose it only to its officers, partners, members, employees, attorneys, accountants, prospective lenders and equity investors, and other professional advisors who need to know it to evaluate the Transaction on Recipient’s behalf (“Representatives”), and only if each Representative is informed of the confidential nature of the Evaluation Material and is bound by confidentiality obligations at least as protective as those in this Agreement. Recipient is responsible for any breach of this Agreement by its Affiliates and its Representatives. Without Listing Broker’s prior written consent, Recipient will not disclose to any other person the contents of the Evaluation Material, that Recipient has received Evaluation Material or is evaluating the Property, or the status or terms of any discussions, offers or negotiations about the Property. If Recipient or a Representative is required by law, subpoena or court order to disclose any Evaluation Material, Recipient will give Listing Broker prompt written notice (where legally permitted) so that Owner may seek a protective order, and will disclose only the portion that is legally required.

4. Tenant and Personal Information. The Evaluation Material may include names, contact details, lease terms and payment histories of tenants and other individuals. Recipient will use that information only as permitted by Section 2, will protect it with at least reasonable security measures, will comply with all applicable privacy laws, and will not sell, share or publish it. Recipient will promptly notify Listing Broker of any unauthorized access to or loss of Evaluation Material.

5. No Contact; No Property Visits. Recipient will not, and will instruct its Affiliates and Representatives not to, contact Owner or any tenant, occupant, property manager, on-site employee, contractor or lender of the Property about the Property, the tenants or the Transaction. All communications, requests for information, tours, offers and negotiations must go through Listing Broker. Recipient will not enter the Property, any unit or any non-public area of the Property, or disturb any tenant or occupant, unless the visit has been scheduled in advance with Listing Broker and Recipient is accompanied by Listing Broker or its designee. Viewing the exterior of the Property from a public street or sidewalk, without entering the Property or contacting any occupant, is not a breach of this Section.

6. Non-Circumvention. Recipient acknowledges that it was introduced to the Property and to Owner through Listing Broker. While Listing Broker is engaged as Owner’s listing broker for the Property, and for twelve (12) months after that engagement ends, Recipient will not, and will not permit its Affiliates or identified client to, directly or indirectly, alone or with others, circumvent Listing Broker or attempt to acquire, option, lease, finance or otherwise obtain any interest in the Property, or in the entity that owns it, other than through Listing Broker. Recipient will not use any Evaluation Material to interfere with Owner’s relationships with its tenants, property manager, lenders or other parties. This Section does not limit any claim Listing Broker may have against Owner under its listing agreement.

7. No Representations or Warranties; Buyer’s Due Diligence. The Evaluation Material was prepared from information provided by Owner and from other sources and has not been independently verified by Owner or Listing Broker. Neither Owner, Listing Broker, nor any of their respective officers, agents, employees or affiliates makes any representation or warranty, express or implied, about the accuracy or completeness of the Evaluation Material. This includes, without limitation, information about square footage, unit count, rents, income, expenses, occupancy, lease terms, zoning, entitlements, density, development potential, and the physical or environmental condition of the Property. Projections, pro forma figures, cap rates, estimated rents and estimates of development yield are for illustration only and are not guaranteed. None of these parties will have any liability to Recipient or its Representatives arising from the use of the Evaluation Material, except as expressly provided in a definitive written purchase agreement that is signed. Recipient will rely solely on its own independent investigation, inspections and due diligence, and on the advice of its own advisors, in deciding whether to purchase the Property and on what terms.

8. Principals and Buyer’s Brokers. (a) Principal. If Recipient signs as a principal, Recipient represents that it is acting for its own account or for an entity that it controls, and that it has not dealt with any broker or finder in connection with the Property other than Listing Broker and any buyer’s broker that Recipient has disclosed to Listing Broker in writing. Recipient will indemnify and hold Owner and Listing Broker harmless from any claim for a commission, finder’s fee or other compensation made by any other broker or finder claiming to have dealt with Recipient. (b) Buyer’s broker. If Recipient signs as a broker representing a prospective buyer, Recipient represents that it holds an active California real estate license in good standing and must identify its client in this Agreement. Recipient may share the Evaluation Material only with that identified client and the client’s Representatives. The identified client is a Representative of Recipient for purposes of this Agreement; Recipient will inform the client of the terms of this Agreement, will cause the client to comply with them, and will be responsible for any breach of its terms by the client and the client’s Representatives. Listing Broker may require the client to sign its own confidentiality agreement before receiving additional information or a tour. (c) Compensation. This Agreement does not create any obligation of Owner or Listing Broker to pay any commission, fee or other compensation to Recipient or to any buyer’s broker. Any compensation to a buyer’s broker will be payable only under a separate written agreement signed by the party to be charged. Broker compensation is not set by law and is fully negotiable.

9. No Agency. Listing Broker represents Owner only. Nothing in this Agreement, in the Evaluation Material or in Listing Broker’s communications with Recipient creates an agency, fiduciary or advisory relationship between Listing Broker and Recipient. Recipient is encouraged to obtain its own legal, tax, financial and real-estate advice.

10. Communications Consent. Recipient agrees that Listing Broker, Owner and their service providers may contact Recipient at the email address and telephone number provided in this form about the Property, the Evaluation Material and the Transaction, including by email, telephone calls, text messages and an automated or AI-assisted property assistant. Calls may be recorded or transcribed for quality and record-keeping purposes. Message and data rates may apply. Recipient may stop text messages at any time by replying STOP and may opt out of other communications by written notice to Listing Broker. Consent to these communications is not a condition of purchasing the Property. The personal information Recipient provides, together with the date, time, IP address and device information recorded at signing, will be used to administer the offering, to enforce this Agreement and as otherwise permitted by law, and may be shared with Owner.

11. Return or Destruction. Upon written request of Owner or Listing Broker, or if Recipient decides not to proceed with the Transaction, Recipient will promptly return or destroy all Evaluation Material, including all copies, notes and analyses containing it, and will confirm the destruction in writing upon request. Recipient may retain copies that it is legally required to keep and copies in routine electronic backups that are not readily accessible. Any retained copies remain subject to this Agreement.

12. No Obligation to Sell; No Offer. This Agreement and the Evaluation Material are not an offer to sell the Property. The offering is subject to errors, omissions, change of price or terms, prior sale and withdrawal without notice. Owner may, in its sole discretion, reject any offer for any reason, negotiate with any party, change the sale process or stop discussions at any time, without liability to Recipient. No contract for the sale of the Property will exist unless and until Owner signs and delivers a definitive written purchase agreement, and then only on the terms of that agreement.

13. Remedies. Recipient acknowledges that unauthorized use or disclosure of the Evaluation Material, or a breach of Sections 5 or 6, may cause Owner and Listing Broker irreparable harm for which money damages would not be an adequate remedy. In addition to any other remedy available at law or in equity, Owner and Listing Broker may seek injunctive relief to prevent or stop a breach, without posting a bond to the extent permitted by law. Recipient is liable for damages caused by any breach of this Agreement by Recipient, its Affiliates or its Representatives. In any action to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs.

14. Term; Survival. This Agreement remains in effect for two (2) years after the date Recipient signs it, except that Section 6 runs for the period stated in that Section and Section 4 continues for as long as Recipient retains any tenant or personal information. If Recipient or its identified client acquires the Property, Recipient’s obligations under Sections 3, 5 and 6 end when the acquisition closes. Sections 7, 8, 9, 13, 15 and 16 survive any expiration or termination of this Agreement.

15. Governing Law; Venue. This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules. Any action relating to this Agreement must be brought in the state or federal courts located in the County of Los Angeles, California, and Recipient consents to the personal jurisdiction of and venue in those courts.

16. Electronic Signature and Records. Recipient agrees to conduct this transaction by electronic means. Recipient agrees that typing its full name in the signature field, checking the box confirming that it has read and agrees to this Agreement, and submitting the form together constitute Recipient’s electronic signature. Recipient adopts that signature with the intent to sign this Agreement, and it has the same legal effect as a handwritten signature under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). An electronic record of this Agreement, including the date, time and IP address of signing and a digital fingerprint (SHA-256) of the agreement text, will be kept and is an original for all purposes; a printout or PDF of that record is admissible to the same extent as a paper original. Recipient will receive a copy of the signed Agreement electronically and may request a paper copy from Listing Broker at no charge. Recipient may withdraw its consent to conduct future matters electronically by written notice to Listing Broker; a withdrawal does not affect the validity of this signed Agreement.

17. General. This Agreement is the entire agreement between the parties about its subject matter and may be amended or waived only in a writing signed by Listing Broker. No failure or delay in exercising any right is a waiver of that right. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions remain in effect. Owner is an intended third-party beneficiary of this Agreement and may enforce it directly, and Listing Broker may enforce it on its own behalf and on Owner’s behalf. Recipient may not assign this Agreement without Listing Broker’s written consent; Owner and Listing Broker may assign it to a successor owner or listing broker. If Recipient signs on behalf of a company, the individual signing represents that he or she is authorized to bind that company and signs individually as to the representations made here. Recipient represents that the information it provides in this form is true and complete and acknowledges that Owner and Listing Broker rely on it.