Please be advised that KNOLLWOOD LOFT LLC (the “Seller”), as owner, is considering a possible sale of “Campus Court at Knollwood” located at 1701 Knollwood Avenue in the city of Kalamazoo, Michigan (the “Property”), with Triad Real Estate Partners acting as the authorized sales representative (“Broker”). Broker has available for review certain information concerning the Property which includes brochures, documents, and other materials (collectively, the “Informational Materials”). Please be advised that neither the Seller nor Broker will make such Informational Material available to the Potential Purchaser with regard to the contemplated sale of the Property unless and until the Potential Purchaser has executed this letter (“Letter of Confidentiality”) and thereby agrees to be bound by its terms. We are prepared to provide the Informational Materials for the Potential Purchaser’s consideration in connection with the possible purchase of the Property by the Potential Purchaser, subject to the conditions set forth below.

1. All Informational Materials relating to the Property which may be furnished to the Potential Purchaser by the Seller or Broker shall continue to be the property of the Seller. The Informational Materials will be used by the Potential Purchaser solely for the purpose of evaluating the possible acquisition of the Property and not for any purpose not related to the possible acquisition of the Property, and must be returned to the Seller or destroyed, at Potential Purchaser’s option, within three (3) business days of Seller’s request or when the Potential Purchaser declines to make an offer for the Property or terminates discussions or negotiations with respect to the Property, provided, however, that the Potential Purchaser may retain copies of the Informational Materials to the extent that the Informational Materials are automatically saved in an archived computer backup system in accordance with existing security or disaster recovery procedures, such retention is required to demonstrate compliance with applicable legal or regulatory requirements, or a bona fide document retention policy, provided that any such information so retained shall be continue to be held confidential in compliance with the terms of this agreement. The term “Informational Materials” shall not include any information which: (i) is a matter of public record or generally available to the public; (ii) at the time of disclosure was already known to you without obligation of confidentiality; (iii) was obtained after the date hereof from a third party which is lawfully in possession of the Informational Materials and not known to you to be in violation of any contractual or legal obligation to Seller; (iv) is independently developed or arrived by Potential Purchaser without use of any of the Informational Materials. At the direction of Potential Purchaser’s legal counsel, Potential Purchaser may disclose Informational Materials as required by law, regulatory authority, the rules of any national securities exchange or other applicable judicial or governmental order, provided that, to the extent legally permitted, Potential Purchaser shall, prior to any disclosure of the Informational Materials, promptly notify Seller and reasonably cooperate with Seller, at Seller’s cost, to seek confidential treatment or obtain a protective order with respect to the Informational Materials.
2. The Potential Purchaser will not make any Informational Materials available, or disclose any of the contents thereof, to any person, unless such person has been identified to the Seller in writing and the Seller has approved the furnishing of the Informational Materials or such disclosure to such person, and such person has entered into an agreement with the Seller, the provisions of which agreement shall be substantially the same as the provisions of this Letter of Confidentiality, provided, however, that the Informational Materials and this Letter of Confidentiality may be disclosed to the Potential Purchaser’s partners, officers, employees, legal counsel, accountants, and institutional lenders (each, a “Related Party” and collectively, the “Related Parties”) who, in the Potential Purchaser’s best reasonable judgment, need to know such information for the purpose of evaluating the potential purchase of the Property or any interest therein by the Potential Purchaser. Such Related Parties shall be informed by the Potential Purchaser of the confidential nature of the Informational Materials and shall be directed by the Potential Purchaser to keep all the Informational Materials strictly confidential in accordance with this Letter of Confidentiality. The Prospective Purchaser shall be responsible for any violation of this provision by any Related Party.
3. Although we have endeavored to include in the Informational Materials information which we believe to be relevant to the purpose of your investigation, the Potential Purchaser understands and acknowledges that neither the Seller nor Broker make any representation or warranty as to the accuracy or completeness of the Informational Materials. The Potential Purchaser further understands and acknowledges that the information used in the preparation of the Informational Materials was furnished to the Seller and Broker by others and has not been independently verified by Seller or Broker and is not guaranteed as to completeness or accuracy. The Potential Purchaser agrees that neither the Seller nor Broker shall have any liability for any reason to the Potential Purchaser or any of its Representatives or Related Parties resulting from the use of the Informational Materials by any person in connection with the sale of, or other investment by the Potential Purchaser in the Property, whether or not consummated for any reason.
4. The Potential Purchaser acknowledges that the Property has been offered for sale subject to withdrawal from the market or rejection of any offer because of the terms thereof, or for any other reason whatsoever, without notice.
5. For purposes of this Letter of Confidentiality, the term “purchase” or “sale” of the Property or other similar language in this Letter of Confidentiality shall be deemed to refer to the purchase or sale of all or a portion of the Property or the purchase of an interest in the Property or the purchase and lease back of the Property.
6. The Potential Purchaser hereby represents and warrants to Seller and Broker that the Potential Purchaser has not dealt with any other broker, finder, or agent in connection with any possible sale or other transaction concerning the Property other than CBRE and that no broker represents us or will represent us in connection with any possible sale or other transaction concerning the Property other than CBRE, and we agree to indemnify and hold harmless Seller, CBRE and their successors and/or assigns from and against any and all claims, demands, losses, liabilities, suits, costs, or expenses due to or arising from any claims of any broker, finder or similar agent for commissions, fees or other compensation in connection with any possible sale or other transaction concerning the Property based on alleged dealings with the Potential Purchaser.
7. This Letter of Confidentiality shall remain in effect until two (2) years after the date of Potential Purchaser’s acceptance of this Letter of Confidentiality, except as to written claims by Owner against Potential Purchaser prior thereto.
8. This Letter of Confidentiality shall be governed by and construed in accordance with the laws of the State of New York without reference to its Conflicts of Law provisions.
9. This Letter of Confidentiality 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 any instrument in writing signed by the parties subsequent to the date of this Letter of Confidentiality. This Letter of Confidentiality also applies to Informational Materials accessed through any electronic dataroom available in connection with the sale of the Property and supersedes and any “click through” acknowledgment or agreement associated with such electronic dataroom. The parties have not made any other agreement or representation with respect to such matters. To facilitate execution of this Letter of Confidentiality, Potential Purchaser may execute this Letter of Confidentiality electronically (e.g., by “DocuSign” or similar technology) and such electronic counterparts shall serve as originals.