This CONFIDENTIALITY, NON CIRCUMVENTION, NON-DISCLOSURE AND BROKERAGE AGREEMENT (this “Agreement”) is entered into as of today (the “Effective Date”) by and between EJP & Associates located at 9595 Wilshire Blvd Suite 900 Beverly Hills CA 90212. (the “Discloser”), and the undersigned party and/or its assignees, affiliates/representative inclusive of each of their employees, affiliates, subsidiaries, clients, agents, attorneys, brokerage company and all others who may come into possession of the information which is the subject of this Agreement (the “Recipient”), each of the parties to this Agreement may be referred to as a “Party”, or collectively, as the “Parties”.

WHEREAS, it is understood and agreed to that the Discloser wishes to provide the Recipient with certain information and business relationships that the Discloser considers proprietary and confidential (the “Confidential Information”), for the purpose of analyzing a potential business transaction (the “Potential Transaction”) related to The Meadow at Silver Lake (the “Project”) that will be made available to you upon executing this Agreement, on the condition that such Confidential Information is protected from unauthorized use, disclosure and dissemination as provided in this Agreement.

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties hereby agree as follows:

1. Definition of Confidential Information. As used herein, Confidential Information shall mean all information with respect to the Project or Potential Transaction. Confidential Information includes (i) business plans, properties, financial instruments secured by the properties, current or prospective owners and operators, current or prospective lenders and financiers, land use, development and/or acquisition prospects, design documents, drawings, engineering information, financial analyses, forecasts, formulas, studies and specifications in connection with the Potential Transaction or the Project; (ii) information obtained via inspection, review or analysis of the Confidential Information; and (iii) any other information regarding the Potential Transaction or the Project, including, without limitation, any potential economic or other terms proposed or in discussions with respect to and any existing or prospective business relationships related to the Potential Transaction or the Project.

2. Excluded Information. Confidential Information does not include information which (a) is or becomes generally available to the public other than as a result of disclosure by the parties, (b) becomes available to the parties on a non-confidential basis prior to disclosure, or (c) becomes available to the parties on a non-confidential basis from a person other than the parties to the Agreement. As used in this letter agreement, the term “Representative” means, as to any Party, such Party’s affiliates and its and their directors, officers, employees, partners, managers, agents, advisors, attorneys and accountants. As used in this letter agreement, the term “person” may be broadly interpreted to include, without limitation, corporation, company, partnership, or other entity or individual.

3. Confidentiality. Each party agrees that at all times and notwithstanding any termination or expiration of this Agreement it will hold in strict confidence and not disclose to any third party Confidential Information of the other, except as approved in writing by the other party to this Agreement, and will use the Confidential Information for no purpose other than with the other party to this Agreement. Each party shall only permit access to Confidential Information of the other party to those of its employees or authorized representatives having a need to know and who have signed confidentiality agreements or are otherwise bound by confidentiality obligations at least as restrictive as those contained herein.

4. Residual Knowledge. Recipient may enhance its knowledge and experience retained in intangible form in the unaided memories of its directors, employees/contractors and advisors as a result of viewing Discloser’s Confidential Information. Recipient may develop, disclose, market, transfer and/or use such knowledge, experience and intellectual Project that may be generally similar to Discloser’s Confidential Information, and Discloser shall not have any rights in such knowledge, experience or intellectual Project nor any rights to compensation related to the Recipient use of such knowledge, experience or intellectual Project, nor any rights in Recipient’s business endeavors, provided that the Recipient does not violate any of its obligations under this Agreement.

5. Warranties. Each party represents and warrants to the other party that (i) it has the requisite corporate authority to enter into and perform this Agreement, (ii) this Agreement constitutes its legally binding obligation, enforceable in accordance with its terms, and (iii) its execution and performance under this Agreement, including its disclosure of Confidential Information to the Recipient, will not result in a breach of any obligation to any third party or infringe or otherwise violate any third party’s rights.

6. Non-Circumvention. For two (2) years after the Effective Date of this Agreement, the Recipient shall not make any effort to circumvent the terms of this Agreement in an attempt to gain benefits or considerations granted to it under the Agreement by taking any actions to gain indirectly the benefits of the Confidential Information, including without limitation contractual agreements directly with any clients of the other party which Discloser has identified as having access to the Confidential Information, or hiring or contracting with any present or future employee or independent contractor of the Discloser.

7. Equitable Remedies. Recipient acknowledges that Recipient’s breach of this Agreement may cause irreparable harm to Discloser for which Discloser is entitled to seek injunctive or other equitable relief as well as monetary damages to the fullest extent permitted by law.

8. Complete Agreement. This Agreement constitutes the complete agreement of the parties concerning the subject matter hereof and supersedes and cancels any and all prior communications and agreements between the parties with respect thereto, and in no way creates an obligation for either Party to disclose information to the other Party or to enter into any other agreement. Nothing contained in this Agreement shall be construed to constitute an agency, partnership, joint venture or other similar relationship or agreement between the Parties to this Agreement, and nothing in this Agreement shall make either party liable to the other for any fees unless set forth in a definitive agreement other than this Agreement.

9. Miscellaneous. Neither party shall transfer or assign any rights or obligations under this Agreement to any other person or entity, whether by operation of law or otherwise, without prior written consent of the other party. Any such attempted assignment shall be void and of no effect. This Agreement shall be governed by, enforced under, and construed and interpreted in accordance with, the laws of without reference to conflict of laws principles. Each party agrees consents to venue and personal jurisdiction of the courts of California in any proceeding arising out of or relating to this Agreement. If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and in such event, such provision shall be changed and interpreted to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law.

10. Termination. The restrictions and obligations of the Parties under this Agreement shall continue for two (2) years after the Effective Date.

11. Commission. Recipient party to pay 1% commission of purchase price to Core Real Estate Group – E. Jaz Pinca DRE 01832110 upon the successful closing of escrow for the subject properties.inclusive of each of their employees, affiliates, subsidiaries, clients, agents, attorneys, brokerage company and all others who may come into possession of the information which is the subject of this Agreement.