Converse Pad Sites

Confidentiality Broker Agreement

The undersigned accepting party is interested in receiving information regarding the above- referenced properties (the “Transaction”). We agree, as set forth below, to treat as confidential any information that we or our Representatives (hereinafter defined) are furnished in connection with the Transaction (the “Confidential Material”).

We agree that the Confidential Material will be used only for purposes of considering the Transaction, and will not be used or duplicated for any other purpose. We agree to keep the Confidential Material confidential, provided however, that the Confidential Material may be disclosed to our officers, directors, trustees, general partners, employees, counsel, and lenders (“Representatives”) who need to have access to the Confidential Material for the purpose of evaluating the Transaction, all of whom will be directed to treat the Confidential Material as confidential in strict accordance with this letter. We represent that we are principals reviewing the Confidential Material for our own account and that we are not acting as broker or agent for any other party.

Furthermore, we agree: (i) not to disclose the fact that discussions are taking place concerning the Transaction, or any of the terms thereof, and (ii) not to contact any current or proposed tenant, or any current lender/capital provider, without the prior written consent of the Owner.

In the event that we or our Representatives are requested or required with respect to any judicial, governmental or administrative proceeding, by oral questions, interrogatories, requests for information or documents, subpoena, or similar process, to disclose any Confidential Material, we agree that we will cooperate with you and provide you with prompt notice of such request, so that you may seek an appropriate protective order or waive our compliance with the provisions of this letter agreement at your cost. If, in the absence of a protective order or the receipt of a waiver hereunder, we or our Representatives are, in the opinion of our counsel, legally required to disclose the Confidential Material in respect of such judicial, governmental or administrative proceeding or to stand liable in contempt or suffer other censor or penalty, we may disclose such information, without liability to you under this letter agreement.

Notwithstanding the foregoing or any contrary agreement or understanding, the parties (and each of their respective employees, representatives or other agents) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such U.S. federal income tax treatment and U.S. federal income tax structure. We agree that unless and until there is a definitive agreement between us and you with respect to the Transaction, neither we nor you will be under any legal obligation of any kind whatsoever with respect to the Transaction by virtue of any other written or oral expression with respect to such Transaction by any of our Representatives, except for matters specifically agreed to in this letter. This letter shall be governed by and construed in accordance with the laws of the Texas.

Confidentiality Investor Agreement

The information contained in the following Marketing Brochure is proprietary and strictly confidential. It is intended to be reviewed only by the party receiving it from Foresite Real Estate, Inc, and should not be made available to any other person or entity without the written consent of Foresite Real Estate, Inc.. This Marketing Brochure has been prepared to provide summary, unverified information to prospective purchasers, and to establish only a preliminary level of interest in the subject property. The information contained herein is not a substitute for a thorough due diligence investigation.

Foresite Real Estate, Inc. has not made any investigation, and makes no warranty or representation, with respect to the income or expenses for the subject property, the future projected financial performance of the property, the size and square footage of the property and improvements, the presence or absence of contaminating substances, PCB's or asbestos, the compliance with State and Federal regulations, the physical condition of the improvements thereon, or the financial condition or business prospects of any tenant, or any tenant's plans or intentions to continue its occupancy of the subject property. The information contained in this Marketing Brochure has been obtained from sources we believe to be reliable; however, Foresite Real Estate, Inc. has not verified, and will not verify, any of the information contained herein, nor has Foresite Real Estate, Inc. conducted any investigation regarding these matters and makes no warranty or representation whatsoever regarding the accuracy or completeness of the information provided. All potential buyers must take appropriate measures to verify all of the information set forth herein.