In order to allow you to evaluate a possible transaction to acquire certain real property (a “Transaction”) involving 3LB Equities (the“Sponsor”) and the entity formed or interests created by the Sponsor to undertake such Transaction (the “Security”), the Sponsor is furnishing you with certain preliminary information concerning the Security and Transaction attached hereto as Exhibit A and will continue to furnish you with certain information which is either not available to the public, confidential, or proprietary in nature. All information furnished(irrespective of the forms of communication) to you, your agents or representatives, including, without limitation, attorneys, accountants,consultants, and financial advisors (collectively, “Representatives”), by the Sponsor or any of its Representatives,and all analyses, compilations, data studies or other documents prepared by you or your Representatives, or based in whole or in part on any such furnished information or reflecting your or your Representatives’ review of the Transaction or the Securities, are hereinafter collectively referred to as the “Information.” As a material consideration for Sponsor to furnish you with the Information, you hereby acknowledge, covenant, warrant and agree as follows:
1. Not an Offer to Sell; Qualified by Private Placement Memorandum. This document shall not constitute an offer to sell or the solicitation of an offer to buy which may be made only at the time a qualified accredited investor as such term is defined in the Securities Act of 1933, as amended, the “Securities Act”)receives a Private Placement Memorandum describing the transaction and a related subscription agreement for the security. An investor should consider the sponsor's and the security's investment objectives, risks, charges and expenses carefully before investing. This and other important information about the Sponsor, Security and the transaction will be found in the Security’s Private Placement Memorandum. Nothing contained herein constitutes investment, legal, tax or other advice nor is it to be relied on in making an investment or other decision. A. Regulatory Status. The Security will not be registered under the Investment Company Act of 1940, as amended, in reliance on an exception there under for private funds. Interests in Security will not be registered under the Securities Act, or the securities laws of any state and will be offered and sold in reliance on exemptions from the registration requirements of the Securities Act and such laws. B. Risk Factors. i. The Information may contain projections or other forward-looking statements regarding future events, targets or expectations which are not assured to be realized and actual results may be significantly different because, without limitation, such projections and statements are (a) only current as of the date indicated, (b) based on a statistical analysis of historical information, and(c) subject to many assumptions and factors beyond the Sponsor’s control. ii. The market of the Transaction is volatile and unpredictable, current market conditions could fluctuate and may be superseded by subsequent market events,and there are no guarantees that the historical performance of an investment,portfolio, or asset class will have a direct correlation with its future performance. iii. An investment in the Security is a speculative investment which involves a high risk of loss; when the Transaction occurs there will be no public market for the Security and the Sponsor does not contemplate that a public market will develop. iv. The Sponsor, an affiliate of Sponsor or third party manager selected by the Sponsor may have full and complete charge of all of the business affairs of the Security and any investor in the Security may have limited rights to vote only on certain matters (and such voting may require a super-majority or unanimous consent of all investors) for example, but not necessarily, the sale or lease of substantially all of the Security’s assets, the financing of asset development, and the amendment of the governing documents of the Security. 2. Confidentiality. The Information will be kept confidential and will not, without the prior written consent of the Sponsor, be disclosed by you or your Representatives, in any manner whatsoever, in whole or in part, and will not be used by you or your Representatives directly or indirectly for any purpose whatsoever, other than for the purpose of evaluating the Security and Transaction. Moreover, you shall transmit the Information only to those Representatives who need to know the Information for the purpose of evaluating a Transaction, who are informed by you of the confidential nature of the Information, and who are provided with a copy of this Agreement and agree to be bound by the terms of this Agreement. You will be responsible for any breach of this Agreement by your Representatives or anyone receiving Information directly or indirectly from you. Your agreements shall be inoperative as to such portions of the Information which are or become generally available to the public other than as a result of a disclosure by you or your Representatives or others receiving Information directly or indirectly from you, or which became available to you from an independent third party who did not obtain it directly or indirectly from you. In the event that you or anyone to whom you transmit the Information pursuant to this Agreement are requested or become legally compelled (by oral questions, interrogatories, request for Information or documents, subpoena, criminal or civil investigative demand or similar process) to disclose any of the Information, you will provide the Sponsor with prompt written notice so that the Sponsor may seek (with your cooperation, if so requested by the Sponsor) a protective order or other appropriate remedy. In the event that such protective order or other remedy is not obtained, you will furnish only that portion of the Information which you are advised by written opinion of your counsel is legally required and will exercise your reasonable best efforts to obtain reliable assurance that confidential treatment will be accorded the Information. 3. Non-Circumvention. The Information is of unique nature and value to the Sponsor and you, without Sponsor’s consent, which may be withheld in its sole discretion, will not attempt to (a) pursue or engage in any transaction involving the Transaction, (b) directly or indirectly contact, attempt to contact or deal with any party-in-interest relating to the Transaction.4. No Representation. Sponsor has endeavored to include in the Information those materials which are believed to be reliable and relevant for the purpose of your evaluation of a possible transaction, but the Sponsor makes no representation or warranty as to the accuracy or completeness of the Information. The Sponsor shall have no liability to you or to any of your Representatives as a result of the use of the Information by you and your Representatives. Unless and until a Subscription Agreement and a definitive agreement governing the affairs of the Security has been executed by all necessary parties, neither the Sponsor nor any of its affiliates will be under any legal obligation of any kind whatsoever by virtue of this Agreement except for the matters specifically referred to herein. The Sponsor reserves the right, in its sole discretion, to reject any and all proposals made by you or any of your Representatives regarding the Security and Transaction and to terminate discussion and negotiations with you at any time. 5. Enforcement. This Agreement shall inure to the benefit of the Sponsor and any of its successors or assigns. Money damages would not be a sufficient remedy for any breach of this Agreement by you or your Representatives and that the Sponsor shall be entitled to equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of the provisions of this Agreement. Such remedies shall not be deemed to be the exclusive remedies for a breach of this Agreement by you or your Representatives but shall be in addition to all remedies available at law or equity. Should litigation be necessary to enforce any provision hereof, the Sponsor, if successful, shall be entitled to recover all costs from the you, including attorneys’ fees, court costs, witness fees and similar type costs and expenses. No failure or delay by the Company in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege here under. 6. Miscellaneous. If any of the covenants set forth in this Agreement are not enforceable, in whole or in part, the remaining covenants set forth therein shall be enforceable notwithstanding the validity of any other covenant. Any covenant not enforceable in part shall be enforced to the extent valid and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of in which the Transaction is located applicable to agreements made and to be performed within such State. This Agreement expresses the sole and entire agreement between the parties with respect to the Information and supersedes all prior discussions, representations and understandings regarding the Information. The section headings are for convenience only and shall not be construed to modify the text of the respective sections. Please confirm your agreement with the foregoing by signing and returning to the undersigned the duplicate copy of this Agreement enclosed herewith.