Confidentiality Agreement Midland Plaza

The undersigned hereby acknowledges and agrees that information to be provided to the undersigned by Tolis Advisors, LP (“Tolis”) relating to Tolis, its business, operations, investment strategies, investment programs, and existing or potential portfolio investments, including, without limitation, detailed financial, is regarded as non-public, confidential and proprietary in nature and shall be collectively referred to herein as the “Confidential Information”.

The undersigned hereby agrees (i) to keep all Confidential Information confidential, (ii) not to use the Confidential Information for any purpose (including without limitation investment or trading activity of any kind) other than in connection with considering an investment in, or monitoring the undersigned’s investment in, any investment vehicle managed or advised by Tolis (iii) not to disclose or reveal any Confidential Information to any person or entity other than the undersigned or its investment advisor or each of the undersigned’s or its investment advisors’ employees, officers, directors, professional advisors, affiliates, affiliated family offices, co-investors, potential financing sources and consultants (“Representatives”), provided that any disclosure to any third party advisor, co-investor, prospective investor or potential financing source shall have been agreed to in writing in advance by Tolis, and (iv) to cause those Representatives to observe the terms of this Confidentiality Agreement as if they were parties hereto (unless such persons already subject to an independent obligation to keep such information confidential).  In addition, the undersigned agrees to be responsible for any breach of this Agreement by its Representatives.  

The Confidential Information shall not include information that:  (i) is or becomes generally available to the public other than as a result of an unauthorized disclosure by the undersigned or any of the undersigned’s Representatives, (ii) was or becomes available to the undersigned on a non-confidential basis prior to disclosure by Tolis or its Representatives hereunder, provided that the source of such information was not known by the undersigned or any of its Representatives to be bound by a confidentiality agreement with, or other contractual, legal, or fiduciary obligation of confidentiality to, Tolis with regard to such information, or (iii) was or is independently developed by the undersigned or its Representatives without the application of any knowledge gained from the Confidential Information and without violating any of the undersigned’s obligations under this agreement.

In the event that the undersigned or any of the undersigned’s Representatives are requested to disclose any Confidential Information under the terms of a subpoena, order, civil investigation, demand or similar process issued by a court of competent jurisdiction or by a governmental body, the undersigned will give prompt notice to Tolis of such request so that Tolis may seek an appropriate protective order.  If, in the absence of a protective order, the undersigned or any of the undersigned’s Representatives are nonetheless compelled to disclose any such Information, the undersigned or any of the undersigned’s Representatives may then disclose such Information without liability under this Agreement, provided, however, that the undersigned shall give Tolis written notice of the Information to be disclosed as far in advance of the undersigned’s disclosure as is practicable, and, if so requested, the undersigned will use its best efforts to obtain assurance that confidential treatment will be accorded such Information.

The undersigned hereby acknowledges that the undersigned and any applicable Representative of the undersigned are aware that, under applicable U.S. federal, U.S. state and non-U.S. securities laws, the receipt or access to material non-public information about an issuer may restrict the undersigned or its Representatives from purchasing or selling securities of such issuer or from communicating such material non-public information to any other person.

Upon request by Tolis, the undersigned and the undersigned’s Representatives will destroy all Confidential Information furnished to the undersigned (whether in written form, electronically stored, or otherwise), and will provide a certification, signed by an executive officer or director confirming that all such Confidential Information has been destroyed.

The undersigned further agrees that money damages would not be a sufficient remedy for Tolis for any breach of this agreement by the undersigned or any of the undersigned’s Representatives, and that, in addition to all other remedies, Tolis shall be entitled to specific performance and to injunctive or other equitable relief as a remedy for any such breach.

This agreement shall be governed by the laws of the State of New York.  In connection with any matters arising out of this agreement, the undersigned and Tolis hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the federal and state courts in the City and State of New York.

By filling out the required information below, I agree to all terms of the above Confidentiality Agreement.