This Confidentiality and Disclaimer Agreement (this "Agreement") is made and entered into as of ____________, 2021 by _______________________(“Principal”) (known as "Receiving Party"), and Owner's of Marketplace at Warsaw (known as “Seller”) and NAI Farbman/NAI Cressy Seller’s Sales Agent (known as “NAI”).

WHEREAS, Receiving Party has expressed an interest in purchasing the property commonly known as 2820 – 2880 Frontage Road, Warsaw, Indiana 46580 (the “Property”) owned by Seller, and in that connection has requested from Seller and NAI, Seller’s sales agent, various written materials containing confidential and proprietary information concerning the Property (collectively, the “Confidential Materials”); and

WHEREAS, Seller and NAI as seller’s sales agent, is willing to furnish the Confidential Materials to Receiving Party, subject to the terms and conditions set forth herein.

NOW, therefore, in consideration of the privileges granted to Receiving Party with respect to receiving the Confidential Materials and other good and valuable consideration, Receiving Party hereby agrees as follows:

1. Seller/NAI shall furnish the Confidential Materials to Receiving Party, provided that Receiving Party executes and delivers this Agreement to Seller/NAI as a condition to the release of the Confidential Materials to Receiving Party. The Confidential Materials shall be used by Receiving Party solely for the purpose of evaluating whether or not to purchase the Property. Receiving Party may disclose the Confidential Materials to its directors, officers, employees, partners, advisors, agents, attorneys, accountants, consultants and lenders (collectively, "Representatives") on a "need to know" basis only. Before disclosing any Confidential Material to its Representatives, however, Receiving Party will inform them of the confidential nature of the Confidential Materials and obtain their agreement to be bound by this Agreement and to not disclose such information to any other person. Receiving Party agrees to be responsible for any breach of this Agreement by the Representatives. The term "Confidential Materials" does not include any information that (a) at the time of the disclosure or thereafter is generally available to the general public (other than as a result of a disclosure directly or indirectly by Receiving Party or its Representatives); (b) was available to Receiving Party on a non-confidential basis from a source other than Seller/NAI, its affiliates, or its advisors, provided that such source is not and was not bound by a confidentiality obligation to Seller/NAI; (c) has been independently acquired or developed by Receiving Party without violating any of Receiving Party's obligations under this Agreement; or (d) must be released pursuant to applicable law or a valid, final judicial or administrative order. Neither Receiving Party nor its Representatives will make any reproduction of the Confidential Materials, and Receiving Party shall promptly return to Seller/NAI the Confidential Materials in Receiving Party's possession or in the possession of Receiving Party's Representatives if Receiving Party elects not to purchase the Property.

2. RECEIVING PARTY UNDERSTANDS AND ACKNOWLEDGES THAT NEITHER SELLER NOR NAI IS MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AS TO THE ACCURACY OR COMPLETENESS OF THE CONFIDENTIAL MATERIALS OR AS TO THE PROPERTY, AND NEITHER SELLER, NAI NOR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, MEMBERS, STOCKHOLDERS, OWNERS, AFFILIATES, SUBSIDIARIES, PARENTS, ATTORNEYS OR AGENTS WILL HAVE ANY LIABILITY TO RECEIVING PARTY, ANY REPRESENTATIVE OF RECEIVING PARTY, OR ANY OTHER PERSON RESULTING FROM RECEIVING PARTY'S USE OF THE CONFIDENTIAL MATERIALS. RECEIVING PARTY WILL HAVE AN OPPORTUNITY TO PERFORM ITS OWN EXAMINATION AND INSPECTION OF THE PROPERTY AND INFORMATION RELATING TO SAME AND WILL RELY SOLELY UPON ITS OWN INDEPENDENT EXAMINATION AND INVESTIGATION AND NOT ON ANY INFORMATION PROVIDED BY SELLER OR NAI. ONLY THOSE REPRESENTATIONS AND WARRANTIES, IF ANY, THAT ARE MADE TO RECEIVING PARTY IN A WRITTEN "CONTRACT" WHEN, AS, AND IF SAME IS EXECUTED BY RECEIVING PARTY AND SELLER, AND SUBJECT TO SUCH LIMITATION AND RESTRICTION AS MAY BE SPECIFIED HEREIN, WILL HAVE ANY LEGAL EFFECT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IT IS FURTHER EXPRESSLY AGREED AND UNDERSTOOD THAT, WITH RESPECT TO ANY ENVIRONMENTAL REPORTS, ANY STRUCTURAL REPORTS, OR ANY OTHER TYPE OR KIND OF REPORT OR INFORMATION, IF ANY, INCLUDED IN THE CONFIDENTIAL MATERIALS, NEITHER SELLER OR NAI MAKES ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE TRUTH, ACCURACY OR COMPLETENESS OF SAME AND RECEIVING PARTY AGREES THAT NEITHER IT NOR ITS REPRESENTATIVES SHALL BE ENTITLED TO RELY ON SUCH REPORTS OR ANY INFORMATION CONTAINED THEREIN.

3. Receiving Party confirms that it is acting as a principal buyer with respect to this transaction.

4. Seller has indicated that all inquiries and communications with respect to a possible purchase of the Property shall be directed to NAI and Receiving Party shall not contact the Seller, Servicer, suppliers or tenants (at the site or otherwise) without Seller’s written permission.

5. This Agreement constitutes the entire agreement between the parties with respect to the transactions contemplated hereby and supersedes all prior agreements (or contemporaneous oral agreements) of the parties with respect thereto. This Agreement may be amended only in writing and no amendment is enforceable unless signed by Receiving Party and accepted by Seller and NAI.

6. Receiving Party agrees that, in the event of any breach of the provisions of this Agreement, NAI and Seller shall be entitled to equitable relief, including without limitation in the form of injunctions and orders for specific performance, in addition to all other remedies available to Seller and NAI at law or in equity. It is further understood and agreed that no failure or delay by NAI or Seller in exercising any right, power or privilege hereinunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege thereunder.

7. Receiving Party shall protect, defend, indemnify and hold Seller and NAI and all of their respective officers, directors, affiliates, servicers, general or limited partners or members, employees, agents or assigns (collectively, “Indemnified Parties”) harmless from and against any and all claims, demands, causes of action, liabilities, judgments, costs and expenses, including without limitation attorney's fees and costs, asserted against or incurred by Indemnified Parties as a result of any violation of, or failure to comply with, the provisions of this Agreement by Receiving Party and its Representatives.

8. This Agreement is for the benefit of Seller and NAI and their respective successors and assigns, shall be enforceable by Seller and NAI and their respective successors and assigns, and shall be governed by and construed in accordance with the laws of the State of Michigan. Receiving Party's obligations under this Agreement will terminate upon the purchase of the Real Estate, solely with respect to the Real Estate. Regardless of any purchase, however, any claim by Seller and NAI based on (a) a breach of or a default of any provision of this Agreement, or (b) the indemnification provisions of Paragraph 7 above, which arose from events occurring prior to such purchase, shall survive and not be extinguished unless waived by Seller and NAI in writing.

9. In witness whereof, the Receiving Party has executed and delivered this Agreement as of the date first above written.