Registration and Confidentiality Agreement

This Registration and Confidentiality Agreement (“Agreement”) is entered into as of the Effective Date below by and between the undersigned Client (“Client”) and BLUEBUMI Commercial, an affiliate of KW Commercial, by and through its agent Siri Boggavarapu (“Broker”). This Agreement must be executed prior to Client’s receipt of any Marketing Package or related information concerning the property(ies) or off-market opportunities (collectively, the "Property/Opportunity").

1. Purpose of Agreement

The Marketing Package contains selective information regarding the Property/Opportunity and has been prepared by Broker, primarily from information supplied by the Owner(s) or their agents. It is provided solely for the purpose of evaluating the Property/Opportunity.

2. No Representations or Warranties

The information provided is subject to change, replacement, withdrawal, or correction without notice. Neither Owner(s) nor Broker make any representations or warranties, express or implied, as to the accuracy or completeness of the information, including without limitation:

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environmental conditions;

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structural integrity or operating systems;

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financial performance (past, present, or projected); or

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legal, tax, or business matters.

Client understands and agrees that it must rely solely on its own due diligence.

3. Confidentiality Obligations

By execution of this Agreement, Client agrees that all information received shall be treated as strictly confidential and:

1.

Client shall not disclose, reproduce, copy, distribute, or permit access to the information to any third party without Broker’s prior written consent, except to Client’s legal, tax, or financial advisors who are informed of and agree to maintain confidentiality.

2.

Information may not be used in any way that could be detrimental to Owner(s) or Broker, or for any competitive or unrelated purpose.

3.

Client is responsible for any unauthorized disclosure or misuse by its employees, representatives, affiliates, or advisors.

4. Non-Circumvention

Client agrees not to circumvent, avoid, interfere with, or bypass Broker, directly or indirectly, in connection with the Property/Opportunity, including without limitation efforts to:

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pursue a transaction without Broker;

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avoid payment of fees or commissions; or

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exploit any business opportunity, client, relationship, or capital source introduced by Broker.

5. Brokerage Disclosures

4.

Broker may, from time to time, represent either the Seller, the Buyer, or both parties in a transaction, consistent with applicable real estate laws and disclosures. Compensation for Broker’s services is customarily paid by the Seller pursuant to a separate commission agreement; however, in certain situations, the Buyer may be responsible for payment of Broker’s commission or fee. In such instances where Buyer compensation applies, Broker will provide Buyer with a separate written agreement outlining the commission terms, which must be executed prior to the release of any off-market property information. Regardless of the source of compensation, Broker’s fee shall be due and payable in full at Closing.

5.

Client is under no obligation to purchase, lease, finance, or otherwise pursue the Property/Opportunity presented.

6.

Client Registration shall remain valid for twenty-four (24) months from the Effective Date.

7.

Broker may represent other buyers, tenants, or lenders for similar opportunities without conflict to this Agreement.

6. Acknowledgements

8.

Client is acting on its own behalf as Principal or has proper authority to represent the Principal.

9.

The Property/Opportunity has not been previously disclosed to Client by any other party that could claim a fee or commission.

10.

Client will cooperate with Broker in Broker’s efforts to obtain a commission or fee related to the Property/Opportunity.

7. Governing Law

This Agreement shall be construed, enforced, and governed in accordance with the laws of the State of Georgia, including, without limitation, Regulation 520-1-.08 of the Georgia Real Estate Commission and the Brokerage Relationships in Real Estate Transactions Act (BRRETA), O.C.G.A. § 10-6A-1 et seq.