CONFIDENTIALITY/REGISTRATION AGREEMENT

THIS CONFIDENTIALITY AND BUYER REPRESENTATION AGREEMENT is made and agreed to by Marcus & Millichap Real Estate Services of Florida (“Marcus & Millichap”), exclusive listing broker for the Property and (“Purchaser”) regarding the properties known as 1500 Washington Avenue Miami Beach, FL (“Property”). The obligation of confidentiality undertaken pursuant to this Agreement shall survive the terms of the Marcus & Millichap’s listing agreement with the Owner. PURCHASER HAS REQUESTED information from Marcus & Millichap for the purpose of evaluating a possible acquisition of the Property. The Owner of the property has instructed Marcus & Millichap to deliver information concerning the Property, much of which is highly confidential, only to those potential purchasers who sign this Agreement.

The Parties Agree, in consideration of the covenants and agreements contained herein, as follows:

1. Purchaser will not disclose, permit the disclosure of, release, disseminate or transfer, any information obtained hereunder (“Information”) to any other person or entity.
2. If Purchaser is a corporation, partnership, limited liability company or other non-natural legal entity, the person(s) signing this Agreement on its behalf will take all appropriate precautions to limit the dissemination of the Information only to those persons within the entity who have need to know of the information, and who are specifically aware of the Agreement and agree to honor it.
3. This Agreement applies to all Information received from Marcus & Millichap, now or in the future, which is not readily available to the general public. Purchaser understands that all information shall be deemed confidential, valuable and proprietary such that its unauthorized disclosure, even without intent to harm, could cause substantial and irreparable harm to Owner and Marcus & Millichap.
4. All information shall be used for the sole purpose of evaluating the potential acquisition of the Property, and it shall not at any time, or in any manner, be used for any other purpose.
5. Purchaser shall not contact directly any persons concerning the Property, other than Marcus & Millichap, without Marcus & Millichap or Owner’s written permission. Such persons include, without limitation, Owner’s employees, suppliers.
6. Purchaser acknowledges that it is a principal and not an agent on behalf of any other party in conjunction with the purchase of the Property (except Advisors working on behalf of their pension fund clients). Purchaser acknowledges that it is not working with any other broker or agent other than the Marcus & Millichap named below in connection with the property.
7. Neither Marcus & Millichap nor Owner make any representations or warranty, express or implied, as to the accuracy or completeness of any information provided by them. Purchaser assumes full and complete responsibility for reconfirmation and verification of all Information received and expressly waives all rights of recourse against Owner and Marcus & Millichap with respect to the same.
8. The Persons signing on behalf of Purchaser and Marcus & Millichap represent that they have the authority to bind the party for whom they sign..
9. This Agreement shall be governed and construed in accordance with the laws of the State of Florida.
10. No outside broker represents Purchaser. Purchaser is working with Marcus & Millichap, specifically Drew Kristol and Kirk Olson with the understanding that Marcus & Millichap is also representing the Seller. If Purchaser and/or an entity to which Purchaser is a part is successful in acquiring the above referenced property within twelve (12) months from the date below, it is hereby acknowledged that Marcus & Millichap is the procuring cause. Purchaser and/or entity also acknowledges that it is acting as a PRINCIPAL ONLY and as such is not entitled to any commission.