Panera Ground Lease

In order to receive certain material, data and information, (collectively, the “Evaluation Materials”), which the Owner has made available to the Purchaser for study in connection with a possible purchase of the Property by the Purchaser, Purchaser acknowledges and agrees to the following: The Owner is prepared to furnish the Purchaser with the Evaluation Materials in connection with discussions and negotiations concerning a possible transaction involving the Property upon the condition that the Purchaser treat such Evaluation Materials strictly confidential. Therefore, as a prerequisite to the Owner furnishing the Evaluation Materials, Purchaser hereby warrants, covenant and agrees as follows:

1. The Evaluation Materials furnished to the Purchaser will be used by the Purchaser solely for evaluating a possible transaction exclusively for Purchaser’s own account, as principal or principal advisor in the transaction. Purchaser agrees to keep the Evaluation Materials strictly confidential; provided however, that any such Evaluation Materials may be disclosed to Purchaser’s directors, officers or employees, as well as Purchaser’s counsel, accounting firms and financial institutions (the “Permitted Parties”), who need to know such information for the purpose of assisting the Purchaser with their possible purchase of the Property, and who agree with the Owner and the Purchaser not to disclose the Evaluation Materials to any third party.

2. Purchaser shall not copy or duplicate the Evaluation Materials and shall return the Evaluation Materials to the Owner promptly if Purchaser decides to discontinue discussions or if requested by the Owner.

3. Purchaser shall not disclose and shall direct and ensure that Permitted Parties not disclose:
a. That the Evaluation Materials have been made available to Purchaser
b. That discussions or negotiations among Purchaser, or Owner, are taking place or will take place
c. Any of the terms, conditions or other facts with respect to the possible acquisition of the Property.

4. Purchaser nor the Permitted Parties will contact any tenants, leasing brokers, or property management staff in connection with the review of the Evaluation Materials. Purchaser agrees that there are no other agents, brokers, real estate salespersons, or referral party(ies) involved in the marketing and potential transaction of the Property and that any and all questions should be directed to the listing agents – Craig Fuller, Erin Patton, or Scott Wiles of Marcus & Millichap (the “Broker”).

5. Although the Owner has endeavored to include in the Evaluation Materials information which Owner believes to be relevant for the purpose of helping the Purchaser in its evaluation of the Property for possible purchase, Purchaser understands and acknowledges the Owner has not made any representation or warranty to the Purchaser as to the accuracy or completeness of the Evaluation Materials. Purchaser agrees that the Owner shall not have any liability to the Purchaser as a result of Purchaser’s use of the Evaluation Materials and It is understood that Purchaser is expected to perform and be responsible for such due diligence investigations and inspections of the Property, including investigation of any physical or environmental conditions, as Purchaser may deem necessary or desirable and as permitted by agreement with Owner.

6. By accepting the Evaluation Materials, the Purchaser agrees to indemnify, defend, protect and hold Owner and Broker and any affiliate of Owner or Broker harmless from and against any and all claims, damages, demands, liabilities, losses, costs or expenses (including reasonable attorney’s fees, collectively “Claims”) arising, directly or indirectly from any actions or omissions of buyer, its employees, officers, directors or agents.

7. In the event Purchaser violates any of the terms of this Agreement, Owner will have the right, in addition to any other rights Owner may have, to seek injunctive relief to restrain any breach or threatened breach by the Purchaser or specified enforcement of such terms.

This Agreement is not an offer to sell and shall not be construed as such. Owner is under no obligation to sell the Property by virtue of this Agreement. Owner may discontinue the marketing of the Property by virtue of this Agreement. Owner may discontinue the marketing of the Property at any time for any reason or no reason in Owner’s sole discretion and without notice to Purchaser. Owner reserves the right to negotiate with other prospective purchasers at any time and enter into a definitive agreement of sale for the sale of the Property without prior notice.

BY CHECKING THE BOX ABOVE AND SUBMITTING THIS FORM, YOU ARE EXECUTING THE AGREEMENT ELECRONICALLY AND WILLINGLY AGREE TO BIND YOURSELF TO THE LEGAL TERMS, CONDITIONS, AND OBLIGATIONS CONTAINED HEREIN FOR PURCHASER.