Contract analysis

Section 1.1 — "Confidential Information." As used in this Agreement, "Confidential Information" means all non-public, confidential, or proprietary information disclosed by either Party (in its capacity as the "Disclosing Party") to the other Party (in its capacity as the "Receiving Party") in connection with the evaluation of the Transaction, whether such information is disclosed orally, in writing, electronically, v

Section 1.2 — "Representatives." As used in this Agreement, "Representatives" means, with respect to any Party, such Party's officers, directors, trustees, employees, agents, affiliates, subsidiaries, partners (both general and limited), members, managers, and advisors (including legal counsel, accountants, financial advisors, consultants, and other professional advisors). Without limiting the generality of the foreg

Section 1.3 — "Permitted Purpose." As used in this Agreement, "Permitted Purpose" means the evaluation, negotiation, and, if applicable, consummation of the Transaction, including the conduct of due diligence investigations, the preparation and negotiation of definitive transaction documents, and the obtaining of any internal approvals, financing commitments, or regulatory approvals reasonably necessary in connection

Section 1.4 — "Transaction." As used in this Agreement, "Transaction" means the potential acquisition by Fairwater of all or substantially all of the membership interests in, or assets of, certain single-purpose entities owning a portfolio of logistics and office properties located in the States of Georgia, Texas, Florida, Tennessee, and North Carolina, currently owned, directly or indirectly, by GMP Fund III.

ARTICLE 2 — EXCLUSIONS FROM CONFIDENTIAL INFORMATION

Section 2.1 — Exceptions. Notwithstanding anything to the contrary in this Agreement, "Confidential Information" shall not include information that: (a) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or any of its Representatives in violation of this Agreement; (b) was available to the Receiving Party on a non-confidential basis prior to its disclosure by t

Section 2.2 — Compelled Disclosure. If the Receiving Party or any of its Representatives is required by applicable law, rule, or regulation, by legal process (including any subpoena, civil investigative demand, interrogatory, request for information or documents in legal proceedings, or similar process), or by the rules or regulations of any securities exchange (including the New York Stock Exchange) or regulatory bo

ARTICLE 3 — OBLIGATIONS OF RECEIVING PARTY

Section 3.1 — Non-Disclosure. The Receiving Party shall not disclose, publish, or otherwise disseminate any Confidential Information to any person or entity other than its Representatives who: (a) have a bona fide need to know such information for the Permitted Purpose; and (b) have been informed of the confidential nature of such information and have agreed to be bound by the terms of this Agreement or by terms no l

Section 3.2 — Use Restriction. The Receiving Party shall use the Confidential Information solely for the Permitted Purpose and for no other purpose whatsoever. Without limiting the foregoing, the Receiving Party shall not use any Confidential Information for competitive purposes, to solicit business from any tenant or customer of the Disclosing Party, or for any purpose that is adverse to the interests of the Disclos

Section 3.3 — Standard of Care. The Receiving Party shall protect the confidentiality of the Confidential Information using at least the same degree of care that it uses to protect the confidentiality of its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care. Without limiting the generality of the foregoing, the Receiving Party shall implement and m

Section 3.4 — No Copies. The Receiving Party shall not copy, reproduce, photograph, scan, or otherwise duplicate any Confidential Information except as reasonably necessary for the Permitted Purpose. All copies and reproductions of Confidential Information shall be subject to the same terms and conditions as the original Confidential Information from which they were derived, and shall be clearly marked or identified

Section 4.1 — Virtual Data Room. GMP Fund III (or its counsel, Blackridge Hayes LLP, acting on its behalf) may make Confidential Information available to Fairwater and its authorized Representatives through a secure virtual data room (the "Data Room") hosted by a reputable third-party data room provider. Access to the Data Room shall be limited to those authorized Representatives of Fairwater who have a bona fide nee

Section 4.2 — Clean Team Provisions. The Parties acknowledge that certain categories of Confidential Information may be particularly sensitive, including, without limitation, tenant financial information and credit data, employee compensation and personnel data, and competitively sensitive pricing information, leasing strategies, or deal pipeline materials. In the event that either Party determines that additional pr

ARTICLE 5 — RETURN AND DESTRUCTION OF CONFIDENTIAL INFORMATION

Section 5.1 — Return/Destruction Obligation. Upon the written request of the Disclosing Party at any time, or upon the termination of discussions regarding the Transaction (if no definitive written agreement with respect to the Transaction is executed and delivered by both Parties), the Receiving Party shall promptly, and in any event within fifteen (15) business days following such request or termination: (a) return

Section 5.2 — Survival of Obligations. The return or destruction of Confidential Information pursuant to Section 5.1 shall not relieve the Receiving Party or any of its Representatives of any obligations under this Agreement with respect to any Confidential Information that is retained pursuant to Section 5.1(i), (ii), or (iii) above, and all such retained Confidential Information shall remain subject to the confiden

ARTICLE 6 — NON-SOLICITATION OF EMPLOYEES AND TENANTS

Section 6.1 — Employee Non-Solicitation. For a period of eighteen (18) months from the Effective Date of this Agreement, neither Party shall, without the prior written consent of the other Party, directly or indirectly, solicit for employment, hire, or engage as an independent contractor any employee of the other Party or any of its affiliates (including, in the case of GMP Fund III, employees of Argyle Property Serv

Section 6.2 — Tenant Non-Solicitation. Fairwater shall not, directly or indirectly, contact, solicit, or communicate with any tenant, subtenant, or licensee of any property in the portfolio owned by GMP Fund III or any Property Entity without the prior written consent of GMP Fund III (or Argyle Property Services LLC acting on behalf of GMP Fund III), which consent may be withheld, conditioned, or delayed in GMP Fund

ARTICLE 7 — STANDSTILL (APPLICABLE TO FAIRWATER ONLY)

Section 7.1 — Standstill Period. For a period of twelve (12) months from the Effective Date of this Agreement (the "Standstill Period"), unless such period is extended by mutual written agreement of the Parties, Fairwater shall not, and shall cause its affiliates and Representatives not to, without the prior written invitation or consent of GMP Fund III, directly or indirectly: (a) acquire, offer to acquire, or agree

ARTICLE 8 — NO OBLIGATION TO PROCEED; NO REPRESENTATIONS

Section 8.1 — No Obligation. This Agreement does not obligate either Party to enter into any transaction, continue discussions or negotiations, or take any other action with respect to the Transaction. Either Party may terminate discussions regarding the Transaction at any time, for any reason or for no reason, without liability to the other Party. Nothing in this Agreement shall be construed as creating any obligati

Section 8.2 — No Representation or Warranty. The Disclosing Party makes no representation or warranty, express or implied, as to the accuracy, completeness, reliability, or currentness of any Confidential Information disclosed to the Receiving Party or its Representatives. The Receiving Party acknowledges that the Confidential Information may include information that is preliminary, draft, incomplete, or subject to c

Section 9.1 — Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages alone would be an inadequate remedy. Accordingly, in the event of any such breach or threatened breach, the Disclosing Party shall be entitled to seek equitable relief, including temporary restraining orders, preliminary a

Section 9.2 — Indemnification. The Receiving Party shall indemnify, defend, and hold harmless the Disclosing Party and its Representatives, and their respective officers, directors, trustees, employees, agents, partners, members, managers, successors, and assigns, from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements, expert witness fees

Section 10.1 — Duration. This Agreement shall remain in full force and effect for a period of two (2) years from the Effective Date, unless earlier terminated by mutual written agreement of the Parties; provided, however, that the obligations of confidentiality and non-disclosure with respect to any Confidential Information disclosed prior to the termination or expiration of this Agreement shall survive for a period

ARTICLE 11 — GENERAL PROVISIONS

Section 11.1 — Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 11.2 — Jurisdiction and Venue. Any action, suit, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state courts of the State of New York located in the County of New York (Borough of Manhattan) or in the United States District Court for the Southern District of New York, and each Party hereby irrevocably consents to the personal jurisdiction of such courts and waiv

Section 11.3 — Entire Agreement. This Agreement (together with any addenda, letter agreements, or schedules expressly incorporated herein by reference) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, discussions, representations, understandings, and agreements (whether written or oral) between the Parties relating to the subject mat

Section 11.4 — Amendment and Waiver. This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by authorized representatives of both Parties. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party granting such waiver. No failure or delay by either Party in exercising any right, power, or privilege under this Agree

Section 11.5 — Assignment. Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment in violation of this Section 11.5 shall be void and of no effect. Notwithstanding the foregoing, Fairwater may assign its rights and obligations under this Agreement to a wholly owned subsidiary or affiliate of Fairwater wit

Section 11.6 — Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein; provided, however, tha

Section 11.7 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile transmission or by electronic transmission in portable document format (PDF) or similar format shall be deemed original signatures for all purposes and shall be binding upon t

Section 11.8 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered by hand (with written confirmation of receipt); (b) delivered by nationally recognized overnight courier service (with written confirmation of receipt); or (c) sent by email (with confirmation of receip

Section 11.9 — No Agency or Partnership. Nothing in this Agreement shall be construed to create or imply the existence of any agency, partnership, joint venture, fiduciary relationship, or employer-employee relationship between the Parties. Neither Party shall have the authority to bind the other Party or to act on behalf of the other Party in any capacity, and neither Party shall represent to any third party that it

Section 11.10 — Public Announcements. Neither Party shall, directly or indirectly, make any public announcement, press release, or public disclosure regarding the existence of this Agreement, the Transaction, the discussions or negotiations between the Parties, or the terms and conditions of any potential transaction between the Parties, without the prior written consent of the other Party, except as may be required