Ladies and Gentlemen: (“Prospective Purchaser”), has requested Confidential Information (as defined herein) regarding the potential sale of certain real property known as Wabash Crossing and located at 1050 N Martin Luther King Drive, Decatur, IL 62521, (the "Property", and such potential sale thereof, the “Transaction”). Affordable Housing Group LTD (“Broker” or “Affordable Housing Group”), as exclusive agent and broker to the Seller (“Seller”), is willing to disclose Confidential Information to Prospective Purchaser for the sole and limited purpose of enabling Prospective Purchaser to evaluate the possible Transaction (the "Purpose").

In consideration of Prospective Purchaser entering into this Agreement (as defined herein), and Affordable Housing Group’s and Seller’s agreement to disclose Confidential Information, and as a condition precedent to such disclosure, Prospective Purchaser agrees to be bound by the terms and conditions of this letter agreement (this "Agreement"). As used in this Agreement, “Confidential Information” means any and all non-public, confidential and/or proprietary information furnished on or after the date of this Agreement in connection with the Purpose and/or the Transaction, in any form or medium, whether written, oral or electronic, including, without limitation, financial and operating information, offering memoranda, business plans, reports, forecasts, projections, surveys, diagrams, records, studies, market information, marketing plans, strategies, analyses, abstracts, and compilations concerning or relating to the Property, the Seller, the Purpose and/or the Transaction.

Confidential Information does not include any information which:

1. is or becomes publicly available other than as a result of a disclosure by Prospective Purchaser or any of its Related Parties (as defined herein) in breach of this Agreement;
2. is already in Prospective Purchaser’s or any of its Related Parties’ possession prior to disclosure by Seller or Broker;
3. is or becomes available to Prospective Purchaser or any of its Related Parties from a source other than Seller or Broker;
4. is independently developed by or for Prospective Purchaser or any of its Related Parties without violating any of Prospective Purchaser’s obligations hereunder; or
5. is requested or required to be disclosed pursuant to any applicable law, rule, regulation, or legal process.

Purchaser shall:

1. use Confidential Information solely for the Purpose;
2. not disclose Confidential Information to any person, other than its Related Parties (as defined herein) without Affordable Housing Group’s or Seller’s prior written consent; and
3. either destroy or return all Confidential Information promptly Affordable Housing Group’s or Seller’s written request or termination of discussions or negotiations related to the Purpose (and shall direct its Related Parties to do the Same).

Notwithstanding the foregoing, Prospective Purchaser and its Related Parties may retain Confidential Information necessary to comply with applicable laws and regulations. Prospective Purchaser further agrees not to disclose:

1. the fact that discussions or negotiations are taking place concerning the Transaction; and/or
2. the terms, conditions, or other facts regarding the Purpose and/or the Transaction.

Notwithstanding anything to the contrary in this Agreement, and without limiting the generality of the foregoing, Prospective Purchaser may disclose Confidential Information to its directors, officers, partners, members, employees, insurers, agents, investors, lenders, potential sources of capital, potential non-profit partners, and/or advisors and other representatives (those that actually receive Confidential Information collectively, “Related Parties”) who reasonably require access to such Confidential Information for assisting Prospective Purchaser with the Purpose, provided that such Related Parties are informed of and agree to comply with the confidentiality and use terms and conditions of this Agreement, and also provided the Prospective Purchaser shall be liable for any violation of the confidentiality and use terms of this Agreement by the Related Parties. Confidential Information and offering materials disclosed by Seller or Broker shall continue to be the sole and exclusive property of the Seller and/or Broker.

Prospective Purchaser represents and warrants that Prospective Purchaser is acting solely as a principal and is not represented by a broker or any other person claiming entitlement to a fee or commission from Seller or Broker. Further, Prospective Purchaser acknowledges and agrees that:

1. Broker shall be Prospective Purchaser’s sole point of contact and communication with respect to the Purpose and that Prospective Purchaser shall not initiate or maintain contact with Seller or Seller’s representatives, tenants, or lenders without Affordable Housing Group’s prior written approval;
2. by entering into this Agreement, Prospective Purchasers acknowledges and agrees that they may be contacted by Affordable Housing Group regarding the Purpose of this Agreement and/or other such similar opportunities;
3. neither Seller nor Broker are offering to pay, and, absent Seller’s and Broker’s express written agreement, shall not pay, a commission, finder’s fee or any other form of compensation to any broker or other person who represents, or is otherwise associated, with Prospective Purchaser. Prospective Purchaser shall not look to or make demand upon Broker or Seller for any brokerage commission, finder’s fee, or other compensation claimed, due, or owing to a Finder; and


4. Prospective Purchaser shall indemnify, defend and hold Seller and Broker, and their respective officers, directors, members, employees, contractors, agents, assigns and representatives (collectively the “Indemnified Parties”) harmless from and against any and all claims, causes of action, damages, suits, demands, liabilities, fees, costs and expenses (including but not limited to, court costs and reasonable attorney’s fees) of any kind, nature or character relating to any claims or demands for compensation to a Finder arising from or relating to the sale of the Property or any interest therein (“Transaction”).

Prospective Purchaser acknowledges and agrees that:

1. Seller is an intended third-party beneficiary to this Agreement;
2. Affordable Housing Group has no authority to commit Seller to the sale of the Property;
3. no contract or agreement providing for any transaction involving the Property shall be deemed to exist between Prospective Purchaser and Seller unless and until a final definitive agreement has been executed and delivered;
4. Seller shall have no obligation to authorize or pursue negotiations regarding the Purpose or a Transaction; and
5. Seller reserves the right, in its sole and absolute discretion, at any time, with or without notice to
   
   1. reject any offers and terminate discussions and/or negotiations with Prospective Purchaser at any time;
   2. implement, discontinue, change or otherwise alter the process, guidelines, or terms under which Seller will explore, negotiate or enter into a Transaction; and/or
   3. negotiate with other interested parties and enter into a definitive agreement with respect to a Transaction without prior notice to Prospective Purchaser.

Prospective Purchaser acknowledges and understands that neither Seller nor Affordable Housing Group make any representation or warranty as to the accuracy or completeness of the Confidential Information or other information provided with respect to the Property or the Purpose, including, without limitation, the existence or lack thereof of any right of first refusal that may exist in relation to the Property, the physical and/or financial condition of the Property, and/or any other non-public information conveyed to Affordable Housing Group by Seller regarding the Property or the Purpose.

The Indemnified Parties shall have no liability for any reason to Prospective Purchaser or any of its Related Parties resulting from the use of Confidential Information in connection with the Purpose or a Transaction. Except as otherwise provided in a definitive purchase and sale agreement between Prospective Purchaser and Seller, neither Seller nor Affordable Housing Group are under any obligation to notify or provide any further information to the Prospective Purchaser or any of its Related Parties if Seller and/or Affordable Housing Group become aware of any inaccuracy, incompleteness, or change in Confidential Information. The terms and conditions of this Agreement shall remain in full force and effect for a period of two (2) years from the date hereof, provided that all indemnification obligations which may arise hereunder shall survive such expiration date or any earlier termination of this Agreement.

This Agreement shall be governed by, and construed in accordance with the laws of the State of California, without regard to the conflict of law principles thereof. Disputes under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules before a single arbitrator sitting in Los Angeles, California. The parties and the persons executing this Agreement represent and warrant that the execution, delivery and performance of this Agreement have been duly authorized and approved by the parties on whose behalf the persons are signing and do not require any further authorization or consent. This Agreement may be entered in one or more counterparts, all of which shall be considered one and the same agreement.

This Agreement supersedes any prior oral or written agreement concerning the subject matter herein and this Agreement contains the entire understanding between the parties with respect to the subject matter hereof, and may not be altered, varied, revised or amended, except by an instrument in writing signed by the parties subsequent to the date of this Agreement. The parties have not made any other agreement, representation, or warranty with respect to the subject matter hereof. If you are in agreement with the foregoing, sign and return a copy of this Agreement, whereupon this Agreement will constitute our agreement with respect to the subject matter hereof.

CONFIDENTIALITY, NON-CIRCUMVENTION & BROKER PROTECTION ADDENDUM

NON-CIRCUMVENTION; EXCLUSIVE BROKER PROTECTION

The Accepting Party acknowledges and agrees that The Affordable Housing Group (“Broker”) is the exclusive intermediary that introduced the Accepting Party to the Property, the Owner, and the ProposedTransaction.

The Accepting Party shall not, directly or indirectly, circumvent, avoid, bypass, or obviate the Broker in any manner, including but not limited to:

• Contacting the Owner or any of its principals, members, affiliates, representatives, or advisors directly;
• Submitting an offer, indication of interest, proposal, or term sheet directly to the Owner;
• Negotiating, discussing, or consummating any transaction involving the Property without the Broker’swritten consent.

This restriction applies whether such contact or transaction occurs during or after the term of this Agreement, and whether or not the Broker is ultimately involved in closing.

SURVIVAL; TAIL PERIOD

The obligations set forth herein shall survive the termination or expiration of this Agreement and shall remain in full force and effect for a period of twenty-four (24) months following the later of (i) the date the Accepting Party last received Evaluation Materials or (ii) the date discussions regarding the Proposed Transaction ceased.

BROKER COMPENSATION PROTECTION

In the event the Accepting Party, or any of its affiliates, related parties, or principals, acquires the Property or enters into any transaction with the Owner during the survival period described above, whether directly or indirectly, the Broker shall be deemed the procuring cause of such transaction and shall be entitled to its full brokerage fee, as if the Broker had been involved in the transaction through closing.

AFFILIATES AND RELATED PARTIES

For purposes of this Agreement, the term “Accepting Party” shall include any parent company, subsidiary, affiliate, fund, joint venture partner, co-investor, special purpose entity, or related party controlled by, controlling, or under common control with the Accepting Party.

EQUITABLE RELIEF

The Accepting Party acknowledges that a breach of this Addendum would cause irreparable harm to the Broker for which monetary damages alone may be inadequate. Accordingly, the Broker shall be entitled to injunctive relief, specific performance, and all other remedies available at law or in equity, including recovery of reasonable attorneys’ fees and costs.