CONFIDENTIALITY AND NON-CIRCUMVENTION AGREEMENT
Concorde Transaction Summary and Evaluation Material

This Confidentiality and Non-Circumvention Agreement (this “Agreement”) is entered into as of the date of electronic acceptance below (the “Effective Date”) between Concorde Group Holdings, LLC, a limited liability company with its principal place of business at 1600 S Federal Highway, Suite 570, Pompano Beach, Florida 33062, on behalf of itself and its subsidiaries, affiliates, and managed investment vehicles (collectively, “Concorde” or the “Sponsor”), and the undersigned individual or entity (“Recipient”). In consideration of Concorde furnishing Recipient with the Evaluation Material (as defined below), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Recipient agrees as follows:

1. Evaluation Material. “Evaluation Material” means the Concorde Transaction Summary and any other information, documents, or materials, in whatever form, furnished or made available by or on behalf of Concorde to Recipient, whether before or after the Effective Date, including without limitation: transaction and track-record summaries; financial statements, models, projections, and returns data; property-level information, rent rolls, and operating data; business, development, and investment plans; pipeline, acquisition, and disposition information; pricing and fee structures; the identity of Concorde’s investors, capital partners, lenders, sellers, brokers, tenants, and counterparties; and all notes, analyses, compilations, studies, or other documents prepared by Recipient or its Representatives that contain or reflect any such information. The existence, status, and terms of any discussions between Concorde and Recipient also constitute Evaluation Material.

2. Exclusions. Evaluation Material does not include information that Recipient can demonstrate by written record: (a) is or becomes generally available to the public other than as a result of a disclosure by Recipient or its Representatives in breach of this Agreement; (b) was lawfully known to Recipient on a non-confidential basis prior to disclosure by Concorde; (c) is independently developed by Recipient without use of or reference to the Evaluation Material; or (d) is lawfully received by Recipient on a non-confidential basis from a third party not known by Recipient to be bound by an obligation of confidentiality to Concorde.

3. Permitted Use. Recipient shall use the Evaluation Material solely for the purpose of evaluating a possible investment in or with Concorde or its sponsored vehicles for Recipient’s own account (the “Purpose”), and not as a broker, agent, or intermediary for any other person, and shall not use the Evaluation Material, directly or indirectly, for any other purpose, including any purpose competitive with or adverse to Concorde.

4. Non-Disclosure; Representatives. Recipient shall keep the Evaluation Material strictly confidential and shall not disclose, publish, transfer, or otherwise make available any Evaluation Material to any person or entity without Concorde’s prior written consent; provided that Recipient may disclose Evaluation Material to its directors, officers, employees, attorneys, accountants, and financial advisors (collectively, “Representatives”) who need to know such information for the Purpose, are informed of its confidential nature, and are directed to comply with the terms of this Agreement. Recipient shall be responsible and liable for any breach of this Agreement by any of its Representatives.

5. Non-Circumvention. Recipient shall not, for a period of two (2) years from the Effective Date, directly or indirectly, without Concorde’s prior written consent: (a) contact, solicit, negotiate with, or enter into any agreement, investment, or transaction with any owner, seller, lender, broker, tenant, capital partner, investor, or other counterparty identified in or through the Evaluation Material, with respect to any property, transaction, or opportunity identified in or through the Evaluation Material, other than through Concorde; or (b) otherwise circumvent, bypass, or attempt to circumvent or bypass Concorde with respect to any such property, transaction, or opportunity.

6. Non-Solicitation. Recipient shall not, for a period of two (2) years from the Effective Date, directly or indirectly solicit, induce, or attempt to induce any employee, officer, or exclusive consultant of Concorde to terminate or alter such person’s relationship with Concorde; provided that general employment advertisements not targeted at Concorde personnel shall not violate this Section.

7. Compelled Disclosure. If Recipient or any Representative is required by law, regulation, or valid legal process to disclose any Evaluation Material, Recipient shall, to the extent legally permitted, provide Concorde with prompt written notice prior to disclosure so that Concorde may seek a protective order or other remedy, shall cooperate with Concorde’s efforts to obtain such protection, and shall disclose only that portion of the Evaluation Material that is legally required to be disclosed.

8. Unaudited Information; No Representations; No Reliance. Recipient acknowledges that the Evaluation Material was prepared internally by Concorde for informational purposes and has NOT been audited, reviewed, or verified by any independent accountant, auditor, or other third party; that figures may include estimates, approximations, and assumptions; and that the Evaluation Material may contain errors or omissions. The Evaluation Material is provided “AS IS.” Neither Concorde nor any of its affiliates or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness, or reasonableness of the Evaluation Material, and Concorde expressly disclaims any obligation to update or correct it. Recipient agrees that it is not relying, and will not rely, on the Evaluation Material in making any decision; any evaluation of an investment or transaction must be based solely on Recipient’s own independent investigation, the advice of Recipient’s own professional advisors, and the definitive documents for such investment or transaction.

9. Release of Claims. To the fullest extent permitted by law, Recipient irrevocably waives and releases Concorde and its affiliates, members, managers, officers, employees, and representatives from any and all claims, liabilities, and causes of action of any kind arising out of or relating to the Evaluation Material or any error, omission, or inaccuracy therein, regardless of amount, and agrees that no such error, omission, or inaccuracy shall form the basis of any claim against Concorde, except as may be expressly set forth in a definitive written agreement and except for matters that cannot be waived under applicable law.

10. No Offer of Securities. The Evaluation Material is provided for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security. Any such offer will be made only through definitive offering documents and only to persons who qualify as verified accredited investors within the meaning of SEC Regulation D, Rule 506(b) under the Securities Act of 1933, as amended. Recipient represents that it is an accredited investor or an institutional investor evaluating the Evaluation Material for its own account, and that past performance described in any Evaluation Material is not indicative of future results.

11. Brokers. Recipient represents that no broker or agent represents Recipient in connection with any transaction contemplated by the Evaluation Material unless disclosed to Concorde in writing, and Recipient shall be solely responsible for any compensation owed to any broker or agent acting on Recipient’s behalf. Neither Concorde nor any property owner shall have any obligation to compensate any broker or agent claiming through Recipient.

12. Return or Destruction. Upon Concorde’s written request, Recipient shall promptly, and in any event within five (5) business days, return or destroy all Evaluation Material (including all copies, notes, and derived materials) and certify such return or destruction in writing; provided that Recipient may retain copies solely to the extent required by law or bona fide document-retention policies, which retained copies shall remain subject to this Agreement for so long as they are retained.

13. No License or Obligation. Nothing in this Agreement grants Recipient any license or right in or to any Evaluation Material or any intellectual property of Concorde, nor obligates either party to enter into any transaction, and Concorde reserves the right, in its sole discretion, to reject any proposal, to decline to furnish any information, and to terminate discussions at any time without liability.

14. Term; Survival. Recipient’s confidentiality obligations under this Agreement shall continue for a period of three (3) years from the Effective Date; provided that with respect to any Evaluation Material constituting a trade secret under applicable law, such obligations shall continue for so long as such information remains a trade secret. The restrictive periods in Sections 5 and 6 shall be extended by any period during which Recipient is in breach of such Sections. This Agreement shall be binding upon Recipient’s successors, permitted assigns, and legal representatives, and shall inure to the benefit of Concorde, its affiliates, successors, and assigns. Recipient may not assign this Agreement without Concorde’s prior written consent.

15. Remedies; Indemnification. Recipient acknowledges that money damages would not be a sufficient or adequate remedy for any breach or threatened breach of this Agreement, and that Concorde shall be entitled to seek specific performance and injunctive or other equitable relief, without the necessity of posting a bond, as a remedy for any such breach or threatened breach, in addition to all other remedies available at law or in equity, including an accounting and disgorgement of all profits derived from any breach. Without limiting the foregoing, in the event of any disclosure of Evaluation Material to any unauthorized party, or any other breach of this Agreement, by Recipient or any of its Representatives, Recipient shall indemnify, defend, and hold harmless Concorde and its affiliates, members, managers, officers, employees, and representatives from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs of investigation and enforcement) arising out of or resulting from such disclosure or breach, and Concorde shall have full recourse against Recipient for all such losses. Nothing in this Agreement, including the release in Section 9, limits or waives any right, remedy, or claim of Concorde against Recipient arising from Recipient’s breach of this Agreement. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

16. Severability; Reformation. Each covenant in this Agreement is separate and independent. If any provision is held invalid or unenforceable, the remainder shall not be affected, and such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law. It shall not be a defense to enforcement that Concorde has breached any other obligation.

17. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-law rules. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida for any dispute arising out of or relating to this Agreement, and waives any objection to venue in such courts.

18. Entire Agreement; Amendment. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements and understandings with respect thereto. This Agreement may be amended only by a written instrument signed by both parties. No failure or delay in exercising any right shall operate as a waiver thereof.

19. Electronic Acceptance. Recipient consents to conduct this transaction electronically. Recipient’s completion of the acceptance fields below (or the corresponding fields on Concorde’s website), including typing Recipient’s full legal name as an electronic signature and affirmatively indicating agreement, constitutes Recipient’s legally binding electronic signature under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN) and applicable state law, with the same force and effect as a handwritten signature. Concorde’s electronic record of such acceptance shall be admissible evidence of this Agreement. Evaluation Material shall be released only upon Concorde’s written approval of Recipient’s executed Agreement.

RECIPIENT ACKNOWLEDGES THAT RECIPIENT HAS READ AND FULLY UNDERSTANDS THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO ASK QUESTIONS AND TO CONSULT COUNSEL, AND AGREES TO BE BOUND BY ITS TERMS.